CLOSE ON: THE RING...Glinting on the floor...Gandalf circles
around it, a Puzzled look on his face. Gandalf slowly reaches
for the ring. His fingers barely touch the ring...the creepy
Hum rises on the soundtrack. Gandalf is sitting in front of
the fire, with his pipe...staring into the flickering flames.

(CONTINUED)

22.
CONTINUED:

BILBO (V.O.)
It's mine, my own, my precious.

GANDALF
(to himself)
Riddles in the dark.

FRODO (O.S.)
Bilbo! Bilbo!

Frodo rushes into Bag End...he stops and picks up the ring at
his feet. Gandalf continues staring into the fire, as if
locked in thought.

FRODO (CONT'D)
He talked for so long about leaving...I
didn't think he'd really do it.

GANDALF
(mutters to himself)
...my own.

FRODO
Gandalf?

Gandalf turns...his eyes locking onto the ring in Frodo's
fingers.

GANDALF
Bilbo's ring.

Gandalf sorts hurriedly through Bilbo's papers...

GANDALF (CONT'D)
He's gone to stay with the Elves. He's
left you Bag End...

Gandalf holds out the envelope...Frodo drops the ring into
it.

GANDALF (CONT'D)
...along with all his possessions.

Gandolf seals the envelope with wax. He hands it to Frodo.

(CONTINUED)

23.
CONTINUED: (2)

GANDALF (CONT'D)
The ring is yours now. But it somewhere
out of sight. Gandalf rises hurriedly and
starts to gather his things.

FRODO
Where are you going?

GANDALF
I have some things I must see to.

FRODO
What things?

GANDALF
Questions. Questions that need
answering.

FRODO
You've only just arrived! I don't
understand...

Gandalf is already at the door, he turns to Frodo.

GANDALF
Neither do I. Keep it secret, keep it
safe.

Gandalf hurries out the door...leaving FRODO standing alone
in the Bag End.

ANGLE ON: THE ENVELOPE

The camera pushes in...the hum of the ring comes up on the
soundtrack. The camera pushes through the white paper to the
ring...beneath the hum the whispered murmur of BLACK SPEECH
can be heard.

CUT TO:

EXT. BARAD-DUR -- NIGHT

The jagged ruins of" BARAD-DUR. THE DARK TOWER! TEASING
IMAGES: THE HUGE DARK TOWER OF BARAD-DUR is being rebuilt!
Thousands of ORCS crawl over the surface, hauling stone and
iron up the towering heights.

WIDE ON: MOUNT DOOM...A HUGE, BILLOWING CLOUD OF BLACK FILTH

grows and spreads across the red streaked sky...casting a
shadowy pall over the nightmarish landscape.

(CONTINUED)

24.
CONTINUED:

GOLLUM (O.S.)
Baggins! Shire!!

CUT TO:

EXT. MINAS MORGUL -- NIGHT

NINE BLACK RIDERS burst out of Minas Morgul and charge toward
Camera.

EXT. THE WEST ROAD, GONDOR -- DAY

WIDE ON: A LONE HORSEMAN gallops to the crest of a hill on
the west road. The main highway south to Minas Tirith...he
looks toward the saw toothed mountains of Mordor...
...seeping out across the blood red sky, his face grave. He
spurs his horse on.

CUT TO:

INT. CITADEL, MINAS TIRITH -- NIGHT

ANGLE ON: GANDALF

making is way down into the lower depths of the Citidel.

CUT TO:

INT. CITADEL CHAMBER, MINAS TIRITH -- NIGHT

CLOSE ON: Pages flipping as Gandalf searches ancient scrolls
and books placed high on a wooden table. His eyes settle on
one old parchment. He murmurs hurriedly to himself, reading.

GANDALF
(reading)
The year 3434 of the Second Age...here
follows the account of Isildur, High King
of Gondor, and the finding of the ring of
power.

DISSOLVE TO:

CLOSE ON: ISILDUR, TRIUMPHANT, REACHES FOR THE ONE RING, HIS

EYES FIXATED ON IT.

GANDALF
(reading)
It has come to me...the ring of power!
(MORE)

(CONTINUED)

25.
CONTINUED:
GANDALF (CONT'D)
It shall be an heirloom of my
Kingdom...all those who follow in my
bloodline shall be bound to its fate, for
I will risk no hurt to the

GANDALF (CONT'D)
ring...it is precious to me, though I buy
it with great pain...

CLOSE ON: ELVISH LETTERING MARKS ON THE FADED OLD DOCUMENT

IN GANDALF'S HAND.

GANDALF
(reading)
The marking upon the band begin to
fade...the writing which at first was as
clear as red flame, has all but
disappeared...a secret now that only fire
can tell...

CUT TO:

EXT. HOBBIT FARMHOUSE -- EVENING

FARMER MAGGOT is chopping wood in his garden CLOSE ON:
SNORTING HORSE NOSTRILS...as the shadow of a black rider
looms over a Hobbit House. Terrified, FARMER MAGGOT cowers in
his doorway...FANG, his dog, Whimpers and backs away.

BLACK RIDER
(hissing)
Shire? Baggins?

FARMER MAGGOT
(terrified)
There's no Bagginses around here! They
are all up in Hobbiton...that way.

The BLACK RIDER GALLOPS AWAY AT SPEED

CUT TO:

INT. GREEN DRAGON INN -- NIGHT

ANGLE ON: ROSIE COTTON

bids the last of the Patron's "Goodnight"...Sam meets her
eyes for a moment as he and Frodo leave the inn.

FRODO enters Bag End...he immediately Pauses, sensing that
something is amiss. All is quiet...Frodo peers uneasily into
the darkened living room. SUDDENLY! A large figure looms out
of the shadows, reaching for Frodo. Frodo lets out a
startled cry, pulls himself free and spins around to face his
Assailant. Gandalf steps into a shaft of moonlight. Paranoia
blazes in his eyes. His clothes are dirty and ragged from
much traveling. Hair and beard much longer an unkempt.

GANDALF
(urgent whisper)
Is it secret? Is it safe?

CUT TO:

INT. BAG END LIVING ROOM -- NIGHT

Frodo pulls the envelope out of an old chest. Gandalf,
suspicious, Alert. Without a word, Gandalf takes the envelope
and tosses it into the fireplace!

FRODO
(bewildered)
What are you doing?

Flames instantly consume the envelope...revealing the ring,
as it sinks into the red hot embers. Gandalf reaches into the
fire with a pair of tongs...he lifts the ring out.

GANDALF
Hold out your hand, Frodo...it is quite
cool.

Gandalf drops the ring into Frodo's hand...he reacts to its
weight.

GANDALF (CONT'D)
What can you see? Can you see anything?

FRODO
Nothing...there's nothing. Wait...

(CONTINUED)

27.
CONTINUED:

CLOSE ON: The Gold Band of the ring as fiery letters begin to
appear...a tiny inscription glows red...as if burning from
within.

GANDALF
...these are markings.

CLOSE ON: GANDALF...STILL...TENSE

FRO DO
It's some form of Elvish...I can't read
it.

GANDALF
(ominous)
There are few who can...the language is
that of Mordor, which I will not utter
here.

Mordor?

FRODO
GANDALF

In the common tongue it says, "One ring to rule them all, One
ring to find them, One ring to bring them all, and in the
darkness bind them."

CUT TO:

INT. BAG END KITCHEN -- NIGHT

CLOSE ON: The ring lies on Frodo's simple kitchen table.

GANDALF
This is the one ring forged by the dark
lord, Sauron, in the fires of Mt
Doom...taken by Isildur from the hand of
Sauron himself.

CLOSE ON: FRODO...STUNNED

FRODO
(quiet realization)
Bilbo found it...in Gollom's cave.

GANDALF
For sixty years the ring lay quiet in
Bilbo's keeping, prolonging his life,
delaying old age...but no longer, Frodo.
Evil is stirring in Mordor. The ring has
awoken. It has heard its master's call.
(MORE)

emanates from the Ring. Frodo looks at Gandalf, each knowing
the other has heard it.

FRODO
But he was destroyed...Sauron was
destroyed.

ANGLE ON: THE RING

lies between them on the table.

GANDALF
No, Frodo. The spirit of Sauron has
endured. His life force is bound to the
ring and the ring survived. Sauron has
returned. His Orcs have multiplied...his
fortress of Barad- dur is rebuilt in the
land of Mordor. Sauron needs only this
ring to cover all the lands in the second
darkness. He is seeking it, seeking it,
all his thought is bent on it. For the
ring yearns, above all else, to return to
the hand of its master: they are one, the
ring and the dark lord. Frodo, he must
never find out. SUDDENLY Frodo scoops up
the Ring.

FRODO
Alright!

CUT TO:

INT. BAG END LIVING ROOM -- NIGHT

ANGLE ON: FRODO

hurriedly entering the living room.

FRODO
(thinking fast)
We put it away, we keep it hidden! We
never speak of it again. No one know
it's here, do they? Gandalf shifts
uncomfortably.

FRODO (CONT'D)
Do they, Gandalf?

Gandalf looks at Frodo, sadly...

(CONTINUED)

29.
CONTINUED:

GANDALF
There is one other who knew that Bilbo
had the Ring. I looked everywhere for
the creature Gollum, but the enemy found
him first.

CUT TO:

INT. BARAD-DUR -- NIGHT

CLOSE ON: A teasing Glimpse of Gollum being tortured by the
Orcs. The wretched creature screams in pain.

GANDALF (V.O.)
I don't know how long they tortured
him...but amidst the endless screams and
inane babble, they discerned two words.

GOLLUM
(screaming)
S...Shire! Baggins!

CUT TO:

INT. BAG END LIVING ROOM -- NIGHT

CLOSE ON: FRODO'S HORRIFIED FACE!

FRODO
Shire! Baggins! That will lead them
here!

CUT TO:

EXT. SHIRE LANE, SOUTH FARTHING -- NIGHT

IMAGE: On a dark country lane, a Hobbit bounder lifts his
watch lantern in alarm.

HOBBIT BOUNDER
Halt! Who goes there?

Out of the darkness thunder two BLACK RIDERS...A LETHAL SWORD
swings down at the small Hobbit bounder.

CUT TO:

INT. BAG END LIVING ROOM -- NIGHT

FRODO thrusts the ring at Gandalf.

FRODO
Take it! Take it!

(CONTINUED)

30.
CONTINUED:

GANDALF
No, Frodo...

FRODO
You must take it.

GANDALF
You cannot offer me this ring.

FRODO
I'm giving it to you!

GANDALF
Don't tempt me, Frodo. I dare not take
it, not even to keep it safe.

CLOSE ON: THE RING IN FRODO'S HAND...

GANDALF
Understand, Frodo...I would use this Ring
from a desire to do good...but through
me, it would wield a power too great and
terrible to imagine.

FRODO
But it cannot stay in the Shire!

GANDALF
No, no it can't.

CLOSE ON: THE RING IN FRODO'S CLENCHED HAND.

FRODO
What must I do?

CUT TO:

INT. FRODO'S BEDROOM -- NIGHT

ANGLE ON: FRODO

throwing clothes into a knapsack...Gandalf watches him,
making plans...

GANDALF
You must leave, and leave quickly. Get
out of the Shire.

FRODO
Where? Where shall I go?

GANDALF
Make for the village of Bree.

(CONTINUED)

31.
CONTINUED:

FRODO
Bree? What about you?

GANDALF
I will, be waiting for you at the Inn of
the Prancing Pony. Frodo packs his food
into his knapsack.

FRODO
And the ring will be safe there?

GANDALF
I don't know, Frodo. I don't have any
answers. I must see the Head of my
Order. He is both wise and powerful.
Trust me, Frodo. He'll know what to go.

CUT TO:

INT. BAG END LIVING ROOM -- NIGHT

Frodo is preparing to leave.

GANDALF
You'll have to leave the name of Baggins
behind you...for that name is not safe
outside the Shire. GANDALF helps FRODO
into his coat.

GANDALF (CONT'D)
Travel only by day and stay off the road.

FRODO
(thinking)
I can cut across country easily enough.

Gandalf looks at the young Hobbit, moved by his courage.

GANDALF
My dear Frodo, Hobbits really are amazing
creatures. You can learn all that there
is to know about their ways in a month,
and yet, after a hundred years, they can
still surprise you.

SUDDENLY! A SOUND from outside.

GANDALF (CONT'D)
Get down!

GANDALF FREEZES... he moves quietly towards the window, eyes
wide with tension. He raises his staff above the window, and
slams it down on the intruder. THERE IS A YELP OF PAIN!

(CONTINUED)

32.
CONTINUED:

Gandalf hauls a small figure into the room...SAM GAMGEE
sprawls across the floor! He looks up in terror as Gandalf
looms over him.

GANDALF (CONT'D)
(angry)
Confound it all! Samwise Gamgee, have
you been eavesdropping?

SAM
I ain't been dropping no eaves, sir!
Honest. I was just cutting the grass
under the window there, if you follow
me...

GANDALF
It's a little late for trimming the
hedges, don't you think?

SAM
I heard raised voices...

GANDALF
What did you hear? Speak!

SAM
(panicked)
Nothing important...that is, I heard a
good deal about a ring...and a Dark Lord.
And something about the end of the world,
but...Please, Mr. Gandalf, sir, don't
hurt me! Don't turn me into anything
unnatural!

GANDALF
No?

FRODO SMILES

GANDALF
Perhaps not. I've thought of a better
use for you.

CUT TO:

EXT. HOBBITON FIELDS -- PRE DAWN

Wide on: HOBBITON...shrouded in a white veil of MIST. WIDER:
To reveal Gandalf, Frodo and Sam hurrying across a ploughed
field, away from Hobbiton! Gandalf leads his Horse...Frodo
and Sam are carrying knapsacks.

(CONTINUED)

33.
CONTINUED:

GANDALF (V.O.)
Come along, Samwise...keep up...

CUT TO:

EXT. HOBBITON WOODS -- DAY

Gandalf leads Frodo and Sam under the cover of Woods.

GANDALF (V.O.)
Be careful, both of you. The Enemy has
many spies in his service, many ways of
hearing...birds, beasts...

Gandalf takes Frodo to one side...

GANDALF (CONT'D)
(low voice)
Is it safe?

FRODO NODS...he pats his pocket.

GANDALF (CONT'D)
Never put it on, for then the agents of
the Dark Lord will be drawn to its
power...Always remember, Frodo, the ring
is trying to get back to its master...it
wants to be found. Gandalf wheels his
horse and gallops away.

CUT TO:

EXT. GREEN HILL COUNTRY -- DAY

MONTAGE: FRODO AND SAM hiking over the gentle Shire
Countryside...wading through a shallow stream...heating a
kettle over a small fire...clambering over stone walls.

CUT TO:

EXT. GREEN HILL COUNTRY -- AFTERNOON

Sam stops short...taking stock of his surroundings. Sam
looks back from where they came.

SAM
This is it.

FRODO
This is what?

(CONTINUED)

34.
CONTINUED:

SAM
If I take one more step it'll be the
farthest away from home I've ever been.

BILBO (V.O.)
... it's a dangerous business, Frodo,
going out your door...you step onto the
road, and if you don't keep your feet,
there's not knowing where you might be
swept off to.

CUT TO:

EXT. ISENGARD VALLEY -- DAY

Gandalf is galloping along the outskirts of the ancient
forest of Fangorn. Nestled in a basin at the foot of the
distant Misty Mountains, the tall black tower of Orthanc is
clearly visible

EXT. ISENGARD VALLEY -- DAY

Gandalf gallops through the gate, into the fortress of
ISENGARD...a great ring-wall of stone, a mile from rim to
rim, encloses beautiful trees and gardens, watered by streams
that flow down from the mountains.

SARUMAN (V.O.)
Smoke rises once more from the mountain
of doom...the shadow takes shape in the
darkness of Mordor; the hour grows
late...and Gandalf the Grey rides to
Isengard seeking my counsel...

The strange tower of Orthanc...hewn from a solid pillar of
black obsidian...rises up in the center of the Isengard
Circle. Gandalf arrives at the foot of the Orthanc Stairs.

35.

ANGLE ON: SARUMAN, THE WHITE WIZARD

he sweeps down the Orthanc stairs.

SARUMAN
For that is why you have come, is it not,
my old friend?

Gandalf moves quickly towards him, grimy and weary from his
long ride.

SARUMAN
And yet you did not have the wit to see
it! Your love of the Halfling's leaf has
clearly slowed your mind.

GANDALF
We still have time...time enough to
counter Sauron...if we act quickly.

SARUMAN
Time? What time do you think we have?

CUT TO:

INT. ORTHANC ANTE-CHAMBER -- DAY

Saruman and Gandalf are seated in a small, cluttered room to
the side of the cavernous central chamber.

(CONTINUED)

36.
CONTINUED:

SARUMAN
Sauron has regained much of his former
strength. He cannot yet take physical
form...but his spirit has lost none of
its potency. Concealed within his
fortress, the lord of Mordor sees all.
His gaze pierces cloud, shadow, earth,
and flesh. You know of what I speak,
Gandalf...a great Eye, lidless, wreathed
in flame.

GANDALF
(softly)
The eye of Sauron.

SARUMAN
He is gathering all evil to him.

SARUMAN (CONT'D)
Very soon he will have summoned an army
great enough to launch an assault upon
Middle earth.

GANDALF
You know this? How?

SARUMAN
I have seen it.

Gandalf and Saruman stride through Orthanc toward a stone
plinth on which a sphere like shape is draped with a cloth...

GANDALF
A palantir is a dangerous tool, Saruman.

Saruman lifts the cloth to reveal the Palantir.

SARUMAN
Why? Why should we fear to use it?

GANDALF
They are not all accounted for, the lost
seeing-stones...we do not know who else
may be watching. Gandalf throws the cloth
back over the Palantir.

FLASH IMAGE: A FIERY EYE!

Saruman sits upon his throne.

(CONTINUED)

37.
CONTINUED:

SARUMAN
The hour is later than you think.
Sauron's forces are already moving...the
Nine have left Minas Morgul.

GANDALF
(shocked)
The nine!

SARUMAN
They crossed the river Isen in
Midsummer's eve, disguised as riders in
black.

GANDALF
(alarmed)
They have reached the Shire? Saruman
shrugs...

SARUMAN
They will find the ring...and kill the
one who carries it.

Gandalf backs away and turns to run to the door...horrified
as the doors suddenly slam shut.

SARUMAN (CONT'D)
You did not seriously think a Hobbit
could contend with the will of Sauron?
There are none who can.

Gandalf slowly turns to Saruman...a look of dawning horror.

SARUMAN (CONT'D)
Against the power of Mordor, there can be
no victory. We must join with him,
Gandalf. We must join with Sauron. It
would be wise, my friend.

At that moment: Gandalf is suddenly blasted across the room!
He slams against the wall...pinned there by some unseen
force. With sudden effort, Gandalf wrenches himself off the
wall and swings his staff on Saruman...blasting him off his
feet! Gandalf and Saruman battle, powerful blasts throwing
them across the room. SARUMAN SCREAMS, EYES BLAZING!
Gandalf's staff is suddenly wrenched from his grasp...it
flies across the chamber into Saruman's hand! Gandalf is
flung to the floor.

(CONTINUED)

38.
CONTINUED: (2)

SARUMAN
I gave you the chance of aiding me
willingly, but you have elected the way
of pain.

Gandalf is breathing hard on the floor, his eyes look into
the madness of Saruman... Commanding two staffs, Saruman
sends Gandalf into a sickening spin. Gandalf tumbles towards
the top of the chamber...as if falling in reverse. Rushing
POV: the roof of Orthanc rockets toward camera.

CUT TO:

EXT. FARMER'S FIELDS -- DAY

Wide on: Frodo and Sam walking along a country lane which
borders Farmer Maggot's Fields. Sam is looking up...Frodo has
disappeared around a corner in the lane.

PIPPIN
And some cabbages...and those three bags
of potatoes that we lifted last week.
And then the mushrooms the week before.

MERRY
Yes, Pippin, my point is, he's clearly
over reacting.

The BAYING OF LARGE DOGS sounds!

(CONTINUED)

40.
CONTINUED: (2)

PIPPIN
Run!

CUT TO:

EXT. WOODED ROAD -- DAY

Frodo, Sam, and Merry and Pippin tumble head over heels down
a bank, onto a dark, wooded road. CLOSE ON: A winded Pippin,
his face inches away from a large pile of Horse droppings...

PIPPIN
That was close.

Frodo picks himself up and looks around quickly.

MERRY
(groaning)
Ow...I think I've broken something.

Pulls a LARGE CARROT, almost broken through in the middle,
out from his back pocket.

MERRY (CONT'D)
Oh.

SAM
(turning on Merry and Pippin)
Trust a Brandybuck and a Took.

MERRY
What? That was just a detour...a
shortcut.

SAM
A shortcut to what?

Pippin has spied something under the trees on the far side of
the road.

PIPPIN
(excited)
Mushrooms!

CLOSE ON: SMALL, brown mushrooms growing amongst the Loamy
undergrowth. Sam, Merry, and Pippin race toward the
mushrooms! Frodo is tense and watchful. He realizes they are
on a wooded road. Scattered leaves rise into the air Whirling
down the road as if blown by an invisible wind...

41.

SUDDENLY... THE SOUND OF HORSES HOOVES...

FRODO
I think we should get off the road.

A long drawn WAIL comes down the wind, like the cry of some
evil and lonely creature.

FRODO (CONT'D)
(more urgency)
Get off the road!

Sam grabs Merry and Pippin as the Hobbits quickly scramble
down the bank, hiding under a mossy log. THE SOUND OF HOOVES
is close... A sinister MOUNTED RINGWRATH steps into
view...hooded and faceless, mounted on a huge snarling black
horse with insane eyes ! Frodo freezes in terror. The
RINGWRAITH pauses right beside their hiding place...he sits
very still with his head bowed, listening. From inside the
hood comes a sniffing noise as if he is trying to catch an
elusive scent; his head turning from side to side.

CLOSE ON: FRODO

Beads of sweat gather on his brow. The ringwraith suddenly
slides off his horse, leaning over the mossy log, peering
suspiciously into the woods.

CLOSE ON: FRODO

He is drawing the ring out of his pocket, with trembling
hands...his face fevered and sweating as if in the grip of
some terrible INTERNAL STRUGGLE. The SOUND OF SNIFFING
intensifies as the ringwraith darts his head from side to
side like a bird of party.

CLOSE ON: FRODO SQUEEZING HIS EYES SHUT...

QUICK PSYCHIC BLASTS! AND EVIL DARK TOWER...A GREAT EYE...A

BURST OF FLAME.

ANGLE ON: SAM LOOKING AT FRODO WITH CONCERN

SAM
Frodo?

Merry desperately hurls the mushrooms across the road...the
ringwraith spins around at the sound, and darts to the far
side of the road with frightening speed. Frodo instantly
slumps...as if a PSYCHIC LINK had been broken

(CONTINUED)

42.
CONTINUED:

MERRY
What was that?

Frodo is staring, a look of shock on his face at the ring
lying in the palm of his hand.

EXT. FERRY LANE -- NIGHT

Frodo, Sam, Merry, and Pippin hurry through the
trees...slipping and sliding on the muddy ground.

Four RINGWRAITHS are speeding through the Fog...converging on
the FERRY CROSSING. The HOBBITS stampede across the Wharf and
Tumble onto the Ferry.

SAM
(screaming)
Frodo!

Frodo races across the Wooden Wharf, followed by the
ringwraiths. He leaps into the Ferry.

CLOSE ON: HOOVES THUNDER DOWN THE WOODEN WHARF!

Sam and Merry shove off with the poles...the ferry slides out
into the river, just as the ringwraiths arrive. They pull up
on the end of the wharf... shrieking with rage! The Hobbits
cover their ears. The Ringwraiths wheel their horses towards
the north and Gallop away along the river bank, quickly
disappearing into the fog.

FRODO
How far to the nearest crossing?

MERRY
The brandwine bridge...twenty miles.

CUT TO:

EXT. BREE GATE -- NIGHT

ANGLE ON:

Lights of Bree...a small village of stone and half timbered
houses nestled against a low wooded hill.

(CONTINUED)

44.
CONTINUED:

A thick hedge surrounds the village...a great gate bars the
western entrance.

CLOSE ON:

FRODO, SAM, MERRY AND PIPPIN approaching the gatehouse...wild
eyes, ragged, and out of breath.

FRODO
Come on.

A SURLY GATEKEEPER glances down at them.

GATEKEEPER
What do you want?

FRODO
We're headed for the prancing pony.

The gatekeeper swings his lantern onto the hobbits, bathing
them in an uncomfortable yellow spotlight.

GATEKEEPER
Hobbits! Four Hobbits, and what's more,
out of the Shire by your talk. What
business brings you to Bree?

FRODO
We wish to stay at the inn...our business
is our own. To Frodo's relief, the
Gatekeeper unlocks the gate.

GATEKEEPER
All right, young sir, I meant no offense.

The Hobbits gratefully enter Bree...the gatekeeper eyeing
them curiously in the lantern light.

The tall BREE FOLK loom over the nervous little hobbits as
Frodo, Sam, Merry and Pippin make their way through the
Narrow Streets. Tall buildings tower above them...lights
glow dimly from behind thick curtains.

(CONTINUED)

45.
CONTINUED:

Close on: The sign of the "PRANCING PONY INN"...Frodo, Sam,
Merry, and Pippin hurry toward it.

Wide on: the noise, smokey Inn. It is dimly lit, cheifly
from a blazing log fire...and crowded with a mixture of BIG
FOLK, LOCAL HOBBITS, and a couple of dwarfs. Frodo, Sam,
Merry and Pippin are sitting at a table against the wall...
clearly trying to remain Quiet and inconspicuous... Sam can't
help himself...he keeps casting nervous glances around.

(CONTINUED)

46.
CONTINUED:

FRODO
Sam, he'll be here. He'll come.

Merry ploinks himself down at a table, carrying a very large
mug of beer.

PIPPIN
What's that?

MERRY
This, my friend, is a pint.

PIPPIN
It comes in pints? I'm getting one!

Sam watches Pippin rise unsteadily to his feet and head to
the bar.

SAM
You've had a whole half already. Merry
watches Pippin go.

A COUPLE OF SWARTHY MEN leaning against the bar glance at
Frodo, then quickly look away.

SAM (CONT'D)
(tense)
That fellow's done nothing but stare at
you since we've arrived.

Sam indicates a BROODING STRANGER who sits alone at a table
in the far corner, smoking a curiously carved long stemmed
pipe, peering from beneath a travel stained cowl with
gleaming eyes. Frodo gestures to Butterbur...

FRODO
Excuse me, that man in the corner, who is
he?

BUTTERBUR
He's one of them Rangers; they're
dangerous folk they are, wandering the
wilds. What his right name is, I never
heard, but round here he's known as
Strider.

FRODO
(to himself)
Strider.

BENEATH TABLE: FRODO'S fingers are nervously TOYING WITH THE
RING.

47.

CLOSE ON: FRODO

Sweat runs down his brow. The Strange hum of the Ring spills
into the Soundtrack.

sitting at the bar, chatting with Locals. Frodo leaps to his
feet and pushes his way towards the bar.

PIPPIN
(loudly)
Frodo Baggins. He's my second cousin
once removed, on his mother's side and my
third cousin twice removed on his
father's side...if you follow me.

Frodo grabs Pippin's sleeve, spilling his beer.

FRODO
Pippin!

PIPPIN
Steady on, Frodo!

Pippin pushes Frodo away...he stumbles backwards, and falls
to the floor. At that instant, the Inn goes silent and all
the attention turns to Frodo...

CLOSE ON:

The ring...in agonizing Slow motion we watch as it seems to
hang in the air for a split second...then crashes down onto
his out stretched finger. FRODO VANISHES! There is a sharp
intake of breath...followed by total silence.

CUT TO:

EXT. BREE COUNTRYSIDE -- NIGHT

The RINGWRAITHS turn sharply in their saddles...Instantly
aware that the ring is being worn. They spur their horses
towards the distant lights of Bree.

FRODO: as he finds himself in the TWILIGHT WORLD of the ring:
THE EXCITED CROWD ARE suddenly moving in slow
motion...distorted voices...a weird photographic negative
quality. FRODO is moving in real time; against the slow
motion background. He suddenly clutches his head as he is
hit with quick images...of a GREAT EYE! AN EVIL CAT-LIKE
EYE, wreathed in flames.

VOICE OF SAURON

There is no life here in the void...only cold...only death...
FRODO is terrified! He rolls under a table, desperately
pulling the ring from his finger. FRODO MATERIALIZES into the
real world. AT THAT MOMENT: A LARGE HAND reaches under the
table and Grabs Frodo by the collar, and DRAGS HIM AWAY!

CUT TO:

INT. PRANCING PONY--CORRIDOR -- NIGHT

Frodo is roughly pushed against the wall. The Brooding
stranger looms over him.

STRIDER
You draw far too much attention to
yourself...Mr. Underhill

CUT TO:

INT. HOBBIT'S ROOM, PRANCING PONY -- NIGHT

Frodo is pushed into the Hobbit's room by Strider.

FRODO
What do you want?

STRIDER
A little more caution from you...that is
no trinket you carry.

FRODO
I carry nothing.

(CONTINUED)

49.
CONTINUED:

STRIDER
Indeed? I can usually avoid being seen
if I wish, but to disappear entirely...
that is a rare gift.

FRODO
Who are you?

STRIDER
Are you frightened?

FRODO
Yes.

STRIDER
Not nearly frightened enough. I know
what hunts you. Frodo jumps at the sound
of a noise in the corridor. Strider
deftly draws his sword.

The door bursts open and Sam, Merry and Pippin appear on the
doorway. Sam is Squaring off with is fists, Merry brandishes
a candlestick, and Pippin a chair.

SAM
(angry)
Let him go or I'll have you, Longshanks!

STRIDER SHEATHS his sword, a slight smile playing on his
lips.

STRIDER
You have a stout heart, little Hobbit,
but that alone won't save you...You can
no longer wait for the Wizard, Frodo.
They're coming.

CUT TO:

EXT. GATEHOUSE, BREE -- NIGHT

The gate keeper comes out of his Lodgings with a lantern...a
look of fear on his face. He approaches the closed gate with
great apprehension. CLOSE ON: The Gatekeeper peers out of his
Peephole.

CRASH!!

The gate crashed down on the gatekeeper...as four RINGWRAITHS
ride into Bree!

50.

EXT. BREE STREETS -- NIGHT

The four RINGWRAITHS fly done the empty streets, like
horsemen of the apocalypse.

INT. PRANCING PONY INN -- NIGHT

LOW ANGLE: the front door FLIES OPEN. The FOUR RINGWRAITHS
rush into the PRANCING PONY with WICKED SWORDS DRAWN. CLOSE
ON: BUTTERBUR hiding behind his bar... trembling and sweating
in TERROR.

INT. HOBBIT'S ROOM, PRANCING PONY -- NIGHT

INSERT: MERRY SNORING SOFTLY ON HIS PILLOW.

INSERT: PIPPIN stirs slightly, then settles back to sleep.
WIDE ON: the door creaks open...THE FOUR RINGWRAITHS silently
slide into the Hobbit's room. The LOOM above each bed,
raising their SHINING SWORDS ABOVE THE SLEEPING HOBBITS.
QUICK INSERT: Sam's eyes open wide. In unison, the RINGWRAITS
STAB THE HOBBITS, in a Slashing, hacking frenzy.

INT. STRIDER'S ROOM -- NIGHT

Strider is grimly listening to the sounds from his room.

INT. HOBBIT'S ROOM, PRANCING PONY -- NIGHT

Wide on: the RINGWRAITHS step back from the slashed beds in
triumph. CLOSE ON: a hacked blanket is pulled back to reveal
nothing but a shredded pillow. The RINGWRAITHS SHRIEK WITH
RAGE!! INSERTS: Sam sits up with a start! Close on: Another
shredded pillow is revealed! More Shrieks of rage. INSERT:
PIPPIN AND MERRY wake with a start.

CUT TO:

INT. STRIDER'S ROOM -- NIGHT

WIDE ON: Sam, Merry, and Pippin have been sleeping on
Strider's bed. Frodo stands next to Strider by the window,
peering out nervously as furious Ringwraith screeches echo
across the courtyard from the Hobbits room.

FRODO
Where are they?

STRIDER
They were once men. Strider glances
quickly at Frodo, then looks away...

(CONTINUED)

51.
CONTINUED:

STRIDER (V.O.) (CONT'D)
(quietly)
Great Kings of men. Then Sauron the
deceiver gave to them Nine Rings of
Power. Blinded by their greed they took
them without question, one by one falling
into darkness and now they are slaves to
his will.

Strider looks from the window as the Ringwraiths gallop down
the Bree Streets. CLOSE ON: Strider turns back to the
Hobbits, his face lit faintly by the Glowing Embers of the
Fire.

STRIDER (CONT'D)
They are the Nazgul, Ringwraiths, neither
living or dead. At all times they feel
the presence of the ring...drawn to the
power of the one..they will never stop
hunting you.

CUT TO:

EXT. CHETWOOD FOREST -- DAY

ANGLE ON:

STRIDER, MERRY, PIPPIN, AND FRODO march through a gloomy,
overgrown forest. Sam follows at the read leading "Bill", a
scrawny pony, who is laden with supplies.

FRODO
Where are you taking us?

STRIDER
Into the wild.

Frodo watches uneasily as Strider moves off into the cover of
the trees...

MERRY
(whispered aside)
How do, we know this Strider is a friend
of Gandalf?

FRODO
We have no choice but to trust him.

STRIDER
But where is he leading us?

ANGLE ON:

(CONTINUED)

52.
CONTINUED:

Strider stops, casts a glance back at Sam.

STRIDER (CONT'D)
To Rivendell, Master Gamgee...to the
house of Elrond.

SAM looks excited.

SAM
Did you hear that, Bill? Rivendell!
We're going to see the Elves!

Strider leads the Hobbits through the gloom of the forest.

CUT TO:

EXT. MIDGEWATER MOORS -- DAY

Aerial on: Strider leading Frodo, Sam, Merry, and Pippin
across the windswept moors. The hobbits suddenly stop and
unstrap their knapsacks.

An apple is thrown to Merry, who deftly catches it. Another,
aimed at Pippin, catches him on the forehead.

(CONTINUED)

53.
CONTINUED:

MERRY (CONT'D)
(exasperated)
Pippin!

The hobbits trudge through rain, looking tired, hungry, and
miserable.

CUT TO:

INT. ORTHANC ANTE-CHAMBER -- NIGHT

Saruman stands over the Palantir, his hands cupping the
massive eye.

SARUMAN
(whisper)
The power of Isengard is at your command,
Sauron, Lord of the Earth.

ON THE SOUNDTRACK: BLACK SPEECH FILLS THE ROOM...ADMIST THE

HARSH, GUTTURAL WORDS THE VOICE OF SARUMAN EMERGES.

SARUMAN
Build me an army worth of Mordor.

INT. ORTHANC ANTE-CHAMBER -- NIGHT

Saruman is seated as his ORC OVERSEER approaches.

ORC OVERSEER
What orders from Mordor, my Lord. What
does the eye command?

SARUMAN
We have work to do.

CUT TO:

INT. ISENGARD -- NIGHT

CLOSE ON: GANDALF...lying unconscious on a cold obsidian
floor. He wakes to the sound of ripping and tearing...rising
onto his knees...lifting his head... Gandalf stands as the
camera pulls back to reveal him stranded on the summit of
Orthanc. He is marooned on the tiny, flat peak, surrounded
on all sides by a sheer 500 FOOT DROP. Another whispering
wail rends the air. Gandalf crosses quickly to the edge and
peers down: POV: One of the beautiful Isengard trees is being
ripped from the ground by the ORCS. Gandalf looks on in
Horror as ORCS hack into the trunk with axes.

ANGLE ON:

(CONTINUED)

54.
CONTINUED:

SARUMAN stands in Rain looking out into the dark night...the
ORC overseer sidles up to him, axe in hand, sweating with
exertion.

ORC OVERSEER
The trees are strong, my Lord. Their
roots go deep.

SARUMAN
Rip them all down.

CAMERA CIRCLES SUMMIT: MORE AND MORE TREES are hauled down
and killed...as Gandalf looks on in helpless despair.

DISSOLVE TO:

EXT. WEATHERHILLS -- DAY

Wide on: The rugged countryside as the hobbits journey on,
lead by Strider. Strider stops before a distant hill, topped
by an Ancient Ruin.

SARUMAN
This was once the great Watchtower of
Amon Sul. We shall rest here tonight.

CUT TO:

EXT. WEATHERTOP HOLLOW -- DUSK

ANGLE ON:

FRODO, MERRY, AND PIPPIN collapse into a small hollow,
halfway up Weathertop...they are muddy and exhausted. Stider
drops 4 small swords at the Hobbits feet.

SARUMAN
There are for you. Keep them close. I'm
going to have a look around. Stay here.

CUT TO:

EXT. WEATHERTOP HOLLOW -- NIGHT

Close on: Frodo...eyes flickering open. He suddenly sits up,
sniffing the air. Sam, Merry, and Pippin huddled over a small
fire... Sausages and bacon sizzle in a hot frying pan.

FRODO
What are you doing?

MERRY
Tomatoes, sausages, and crispy bacon.

(CONTINUED)

55.
CONTINUED:

SAM
We saved some for you, Mr. Frodo.

FRODO
Put it out, you fools! Put it out! Frodo
desperately kicks dirt on the fire!

PIPPIN
Oh, that's nice...ash on my tomatoes!

A SUDDEN SHREIK!

ANGLE ON:

FIVE RINGWRAITHS ON FOOT, running up the steep slope
unnaturally fast.

Frodo, Sam, Merry, and Pippin race into a RING OF BROKEN
STONES on the summit or Weathertop...the ruined base of an
ancient tower. The hobbits stand back-to-back in the centre
of the Ring, waiting for the first assault... One by one, the
5 Ringwraiths appear...brandishing Gleaming swords, they move
slowly towards the hobbits. In the center is their
leader...the WITCH KING!

SAM
Back, you devils!

Sam rushes forward with a cry. He swings his sword at the
Witch King, who blocks the blow with his own sword. Sam's
blade shatters...the WITCH KING lashes out with his fist,
sending Sam flying. Merry and Pippin, overcome with terror,
throw themselves flat on the ground. THE RINGWRAITHS close in
on Frodo...a Venomous whisper dances in his head...

Frodo shuts his eyes and staggers back, desperately resisting
the WRAITH'S WHISPERINGS... slow motion as his hand goes into
his pocket and pulls out the ring. The 5 Ringwraiths utter a
chilling SCREECH OF EXCITEMENT. Frodo is unable to resist any
longer, falls to his knees and slips on the ring. He
disappears.

(CONTINUED)

56.
CONTINUED:

SAM (CONT'D)
No!

IN THE TWILIGHT WORLD:

ANGLE ON:

Frodo finds himself in the weird twilight world...he looks
upon the Ringwraiths, now visible in their TRUE APPEARANCE:
Five Ghouls dressed in long Grey robes, with white hair, and
Pallid, ruthless faces. THE WITCH KING extends a haggard hand
towards Frodo, reaching for the ring on his finger. Frodo's
trembling hand extends forward as if by the pull of the
ring...he slides to the ground, unable to pull his hand away.
The witch king snarls and springs forward. He stabs at Frodo
with a wicked dagger! Frodo winces as the tip of the dagger
sinks into his shoulder. Suddenly, Strider charges at the
RINGWRAITHS, wielding his sword in one hand, a flaming torch
in the other. He moves in slow motion, visible through a sea
of mist. Frodo sinks to the ground. Behind him is a faint
image of a Ringwraith fleeing, his head engulfed in flames.
With draining strength, Frodo manages to pull the ring off
his finger...

IN THE REAL WORLD:

...Appearing back in the real world, Sam rushes over to him.

SAM (CONT'D)
(horrified)
Frodo!

Another Ringwraith is burning and screaming...others screech
fearfully at the flames, turn and flee form the Weathertop
summit.

SAM (CONT'D)
(panicked)
Mr. Frodo!!

Strider kneels before Frodo. He snatches up the Witch King's
Dagger from the ground, staring gravely at the long, thin,
blade.

SAM (CONT'D)
Help him, Strider!

STRIDER
(grim)
He's been stabbed by a Morgul blade. The
Morgul Blade suddenly melts...vanishing
into the air like smoke. Strider throws
the hilt down in disgust...

Low angle...looking up at ORTHANC...the tower of Isengard,
gleaming in the moonlight. The camera rises to reveal the
once beautiful gardens are not a pitted wasteland...with
smoke and fire billowing out

of numerous tunnels and vent holes that litter the forecourt
of ORTHANC. Strange guttural chants echo up from deep
underground. The camera is rising...a small moth flutters
into shot...and leads the camera towards the summit or
Orthanc. Gandalf lies slumped against the wall at the very
top of Orthanc, surrounded by a sheer 500 foot drop. He
looks Weak and Frail...and is seemingly asleep. The MOTH
flutters close to Gandalf. His hand suddenly moves at
lighting speed and SNATCHES THE MOTH. Gandalf brings his hand
close to his face and opens it. The moth sits on the palm of
his hand as Gandalf mutter strange words in a foreign tongue.
Close on: THE MOTH'S face... seemingly listening.

(CONTINUED)

58.
CONTINUED:

It suddenly flutters away. CAMERA FOLLOWS the moth off the
Orthanc summit, but drops past the moth...falling down, down,
towards the pitted wasteland, straight into a fiery red
tunnel!

INT. CAVERNS BELOW ISENGARD -- NIGHT

The dead trees of Isengard are fed into roaring
furnaces...molten metal pours into casts...red hot metal,
beaten my sweating orc blacksmiths...armor and weapons are
forged from the great furnaces. Saruman strides among the
ORCS and stands looking on a new born uruk-hai as it escapes
its birthing membrane...this is LURTZ, who rises up to stand
before his master.

ARWEN
(Elvish: subtitles)
Frodo Fir. Ae anthradon I hir, tur
gwaith nin beriatha hon. If I can cross
the river, the power of my people can
protect him.

PIPPIN
What are they saying?

CLOSE ON: Arwen reaches for Strider's hand...looking deep
into his eyes.

ARWEN
I do not fear them.

(CONTINUED)

61.
CONTINUED:

CLOSE ON: Strider...we see that it is hard for him to let her
go.

ANGLE ON:

Arwen mounts her horse, ALSFORTH...

STRIDER
Arwen...ride hard, don't look back.

ANGLE ON:

Arwen looks down at Strider as she supports Frodo with one
hand.

ARWEN
(elvish)
Noro Lim, Asfaloth, Noro Lim!

SAM
What are you doing! Those Wraiths are
still out there!

ANGLE ON:

Asfaloth springs away, bearing Arwen and Frodo into the
night.

CUT TO:

EXT. TROLLSHAW FOREST -- NIGHT

SPEEDING POV: through the forest from the back of the White
Horse.

ANGLE ON: FRODO, BOUNCING IN THE SADDLE,

he lifts his head weakly. SURREAL SLOW MOTION POV: THE HORSES
HEAD BOBBING...trees sliding by...moonlight flickers through
the trees.

CUT TO:

EXT. AERIAL OF ETTENMOORS ~ MORNING

AERIAL: of Arwen's white horse emerging from the trees...and
galloping across the open land as the sun rises.

CUT TO:

62.

EXT. PINE FOREST -- DAY

The white horse charges through a Pine Forest. Suddenly 2
Galloping Ringwraiths emerge from the trees behind! 2 more
Ringwraiths slide in from different directions to join the
chase. Arwen grits her teeth...urges the white horse to
greater speed.

CUT TO:

EXT. THE EAST ROAD -- DAY

The white horse speeds out of the pine trees...the 4
ringwraiths close behind PAN ONTO: 2 more ringwraiths
galloping down the hillside! AERIAL SHOT: 3 MORE RINGWRAITHS
enter frame from different directions...a total of 9
RINGWRAITHS now pursuing Frodo and Arwen! CLOSE ON: Panting
head of the WHITE ELVEN HORSE.

ARWEN
Noro lim, Asfaloth!

CUT TO:

EXT. FORD OF BRUINEN -- DAY

CRANE DOWN: As the White Horse races towards Camera, to
Reveal the wide river Bruinen in the foreground.

Without hesitation, the white horse leaps into the shallow
water and thunders across the Ford. The 9 Ringwraiths pull up
short of the Ford, clearly nervous of the water. The white
horse reaches the other side...Arwen pulls up and turns to
defiantly face the Ringwraiths from across the Ford.

WITCH KING
Give up the Halfling, she-elf! She draws
her sword and yells at the Witch King.

ARWEN
(yelling)
If you want him, come and claim him.

THE WITCH KING SCREECHES ANGRILY, draws his sword, and leads
the Ringwraiths across the Ford. The water starts flowing
faster...a distant rumble can be heard. Arwen waits until
they are halfway across: she suddenly stands in the saddle
arms raised!

Frodo looks up weakly...to see a vast torrent of Water
flooding down the river towards the ford...as if a dam had
burst! The Foaming water seems to form the shape of Dancing
white horses with frothing manes! The Ringwraiths scream in
terror as they are swallowed up in the deluge. Their Piercing
cries are drowned in the roaring of the river as it carries
them away! CLOSE ON: FRODO as he loses consciousness...

ARWEN
(upset)
No, no...Frodo, no! Frodo, don't give
in...not now!

Arwen gathers the small Hobbit in her arms, feeling his life
slip away.

INT. FRODO'S DELIRIUM -- DAY

DELIRIOUS IMAGES AND SOUNDS....

ARWEN (V.O.)
What grace is given me, let it pass to
him. Let him be spared. Save him.

WIDE ON: RIVENDELL... a small cluster of elegant Elven
Buildings sitting in a Shangri-la like Valley below towering
cliffs and snow capped mountains.

(CONTINUED)

66.
CONTINUED:

ELROND (V.O.)
You have found your way to the last
homely house east of the sea. The elves
of Imladris have dwelt within this valley
for three thousand years through few of
my kin now remain. Frodo looks out from
his balcony.

CUT TO:

EXT. RIVENDELL GARDENS -- DAY

Frodo and Sam walk together. Suddenly, the voices of Merry
and Pippin can be heard as they bound up to Frodo and throw
their arms around him.

MERRY
Frodo! Frodo!

Sam looks past Frodo smiling... a bent figure sits alone on a
bench, in the Sun. Close on: Frodo turning, following Sam's
gaze...

FRODO
Bilbo!

CUT TO:

EXT. RIVENDELL TERRACE -- DAY

Close on: BILBO BAGGINS! He breaks in to a broad grin as
Frodo rushes forward to embrace him. Bilbo has aged
significantly since we last saw him.

BILBO
Hello, Frodo, my lad!

FRODO
Bilbo!

LATER... Frodo is turning the neatly inscribed title page of
a red leather bound journal:

FRODO (CONT'D)
(reading)
"There and back again: A Hobbit's tale"
by Bilbo Baggins.

Bilbo smiles Proudly. He is sitting with Frodo on a terrace
overlooking a Waterfall. Frodo looks at Page after page of
beautiful Handwriting, with intricate Maps and Drawings.

(CONTINUED)

67.
CONTINUED:

FRODO (CONT'D)
This is wonderful.

BILBO
I meant to go back...wander the paths of
Mirkwood, visit Laketown, see the Lonely
Mountain again...but age, it seems, has
finally caught up with me.

Frodo turns a page...there before him, is a map of the Shire.

FRODO
(quietly)
I miss the Shire...I spent all my
childhood pretending I was off somewhere
else...off with you, on one of your
adventures...
(Looks at Bilbo)
But my own adventure, turned out to be
quite different...I'm not like you,
Bilbo.

BILBO
My dear boy...

CUT TO:

EXT. RIVENDELL TERRACE -- EVENING

Sam busily tries to stuff more and more things into his
already full pack...pots and pans, blankets, cooking
utensils, provisions, clothes.

SAM
No, what have I forgotten? Pull back to
reveal Frodo, hands in his pocket,
watching Sam.

FRODO
Packed already?

Sam looks up, startled.

SAM
(slightly embarrassed)
No harm in being prepared. Frodo strolls
to the edge of the Balcony.

FRODO
I thought you wanted to see the Elves,
Sam?

(CONTINUED)

68.
CONTINUED:

SAM
I do...

FRODO
More than anything.

SAM
I did. It's just...we did what Gandalf
wanted, didn't we? We got the Ring this
far, to Rivendell...and I thought...
seeing as how you're on the mend, we'd be
off soon. Off home.

FRODO
You're right, Sam. Frodo looks at Sam...

FRODO (CONT'D)
...we did what we set out to do. Frodo
opens his hand, the Ring sits in his
Palm.

FRODO (CONT'D)
The ring will be safe in Rivendell. I am
ready to go home.

CUT TO:

EXT. ELROND'S CHAMBER, RIVENDELL -- DAY

Gandalf and Elrond watch Frodo and Sam from Elrond's balcony,

ELROND
His strength returns.

GANDALF
That wound will never fully heal. He will
carry it the rest of his life.

ELROND
And yet to have come so far still bearing
the Ring...the hobbit has shown
extraordinary resilience to its evil.

GANDALF
It is a burden he should never have to
had to bear. We can ask no more of Frodo.

ELROND
Gandalf, the enemy is moving. Sauron's
forces are massing in the east. His eye
is fixed on Rivendell. And Saruman, you
tell me, has betrayed us. Our list of
allies grows thin.

(CONTINUED)

69.
CONTINUED:

GANDALF
His treachery runs deeper than you know.
By foul craft, Saruman has crossed Orc
with Goblin Men...he is breeding an army
in the caverns of Isengard. An army that
can move in Sunlight and cover great
distance at speed. Saruman is coming for
the Ring.

Elrond turns and walks away...

ELROND
This evil cannot be concealed by the
power of the Elves...We do not have the
strength to fight both Mordor and
Isengard...Gandalf...the ring cannot stay
here.

Gandalf turns and looks out the window.

Sounds of arrivals...Gandalf watches as Boromir rides through
Rivendell gate, followed by Legolas and Gimli.

ELROND (V.O.) (CONT'D)
This peril belongs to all Middle earth.
They must decide how to end it. Not just
for themselves but for those who come
after. Elrond approaches Gandalf.

ELROND (CONT'D)
The time of the Elves is over. My people
are leaving these shores. Who will you
look to when we have gone? The dwarves?
They hide in their mountains seeking
riches. They care nothing for the
troubles of others.

GANDALF
It is in Men that we must place our hope.

ELROND
Men? Men are weak. The race of Men is
failing. The blood of Numenor is all but
spent, its pride and dignity forgotten.
It is because of men the Ring survives.

ELROND (V.O.) (CONT'D)
I let Isildur into the heart of Mount
Doom, where the ring was forged: the one
place it could be destroyed.

FLASH INSERT: ELROND AND ISILDUR STAND BEFORE THE FIRES OF

MT. DOOM.

ELROND
Cast it into the fire...destroy it!

CLOSE ON: ISILDUR...CAPTIVATED BY THE RING.

ISILDUR
No.

Isildur turns and walks away

ELROND
Isildur!!

INT. ENROND'S CHAMBER, RIVERDELL -- DAY

Elrond turns to Gandalf.

ELROND
It should have ended that day, but evil
was allowed to endure. Isildur kept the
Ring...and the line of Kings was broken.
There's no strength left in the world of
Men. They're scattered, divided,
leaderless.

(CONTINUED)

71.
CONTINUED:

GANDALF
There is one who could unite them, one
who could re claim the thrown of Gondor.

ELROND
He turned from that path a long time ago.
He has chosen exile.

CUT TO:

INT. ELROND'S CHAMBER, RIVENDELL -- NIGHT

Strider watches from the shadows...as Boromir strolls through
the darkened gallery. Boromir's eyes are drawn to an old
Fresco on the wall...depicting Isildur defeating Sauron.
Boromir looks with Wonderment at Narsil, the Broken Blade of
Elendil, which lies on a cloth-covered plinth.

BOROMIR
(quiet awe)
The shards of Narsil...the blade that cut
the Ring from Sauron's hand. Boromir
picks up the sword and gently touches the
Blade. Close on: a small bloom of blood
appears on Boromir's finger...

BOROMIR (CONT'D)
Still sharp.

Boromir senses Strider's presence...he looks from the blade
to Strider, as if sensing a connection.

Close on: Strider picks up the broken hilt, as Arwen appears
behind him.

ARWEN
Why do you fear the past? You are
Isildur's heir...not Isildur himself. You
are not bound to his fate.

STRIDER
The same blood flows in my veins...the
same weakness...

(CONTINUED)

72.
CONTINUED:

ARWEN
Your time will come. You will face the
same evil...and you will defeat it.
(Elvish: w/subtitles)
A si i-duath u-orthor, Aragorn...u or le
a u or nin. The shadow does not hold
sway yet...not over you and not over me.

CUT TO:

EXT. RIVENDELL VALLEY -- NIGHT

Night falls upon the beautiful valley of Rivendell... still
and quiet.

EXT. RIVENDELL WATERFALL -- NIGHT

Strider and Arwen stand upon a stone bridge...the Evenstar at
Arwen's breast shines in the moonlight.

ARWEN
(Elvish: with subtitles)
Renech I lu I erui govannem? Do you
remember when we first met?

STRIDER
(Elvish: with subtitles)
Nauthannim I ned ol reniannen. I thought
I had strayed into a dream.

Arwen reaches up and gently touches the Grey at Strider's
temples.

ARWEN
(Elvish: with subtitles)
Gwenin in enniath...u-arnech in naeth I
se celich. Long years have passed...you
did not have the care you carry now.

Arwen looks into Strider's eyes.

ARWEN (CONT'D)
(Elvish: with subtitles)
Renech I Beth I pennen? Do you remember
what I told you? Arwen reaches for
Strider's hand...

STRIDER
(quietly)
You said you'd bind yourself to me,
forsaking the immortal life of your
people.

(CONTINUED)

73.
CONTINUED:

ARWEN
(whisper)
And to that I hold. I would rather share
one lifetime with you than face all the
ages of this world alone. Strider looks
down. In his hand lies the Evenstar.

ARWEN (CONT'D)
I choose a mortal live.

STRIDER
You cannot give me this.

ARWEN
It is mine to give to whom I will, like
my heart.

Arwen closes Strider's fingers around the jewel.

Arwen leans towards Strider, gently kissing him.

CUT TO:

INT. COUNCIL CHAMBER, RIVENDELL -- DAY

Elrond addresses the council...

ELROND
Strangers from distant lands ... friends
of old. You have been summoned here to
answer the threat of Mordor. Middle-earth
stands upon the brink of destruction.
None can escape it. You will unite...or
you will fall. Each race is bound to this
fate...this one doom...

Frodo sits amongst a council of free-peoples of Middle earth,
Elrond stands before them, addressing Gandalf, Strider,
Legolas, and 20 other elves, Dwarves, and men.

ELROND (CONT'D)
Bring forth the ring, Frodo.

Frodo steps forward and moves towards a stone Plinth. He
places the ring on the plinth and returns to his seat.

BOROMIR
(shocked)
So it is true!

LEGOLAS
(disbelief)
Sauron's Ring! The ring of power!

(CONTINUED)

74.
CONTINUED:

GIMLI
(grim)
The doom of man!

BOROMIR
It is a gift...a gift to the foes of
Mordor! Why not use this Ring? Long has
my father, the Steward of Gondor, held
the forces of Mordor at bay...by the
blood of our people are your lands kept
safe. Give Gondor the weapon of the
enemy...let us use it against him!

STRIDER
You cannot wield it. None of us can.
The one ring answers to Sauron alone...it
has no other master. Boromir turns and
looks at Strider, coolly.

The HUM OF THE RING seems to grow louder in Frodo's ears.
Gimli suddenly stands, excited.

GIMLI
Then...what are we waiting for?

Gimli suddenly rushes forward! He swings his axe down on the
ring. The axe shatters with a deafening crack! Gimli falls
backwards, staring in disbelief at the ring...unharmed! Frodo
winces as an angry image of the fiery eye hits him! He slumps
in this chair, clutching his forehead. Gandalf looks at him
with concern.

ELROND
The ring cannot be destroyed, Gimli, son
of Gloin, by any craft that we

ELROND (CONT'D)
here possess. The ring was made in the
fires of Mount Doom...only there can it
be unmade. It must be taken deep into
Mordor, and cast back into the fiery
chasm from whence it came. One of you
must do this.

Stunned silence...the council sits with downcast eyes, as if
a great dread has descended on them. Boromir addresses the
council in a quiet voice

BOROMIR
One does not simply walk into Mordor. Its
black gates are guarded by more than just
Orcs. There is evil there that does not
sleep and the Great Eye is ever watchful.
It is a barren wasteland, riddled with
fire and ash and dust...the very air you
breathe is a poisonous fume. Not with
ten thousand men could you do this. It
is folly.

LEGOLAS
Have you heard nothing Lord Elrond has
said? The ring must be destroyed.

GIMLI
And I suppose you think you're the one to
do it?

BOROMIR
And if we fail, what then? What happens
when Sauron takes back what is his?

Gimli leaps to his feet!

(CONTINUED)

76.
CONTINUED: (3)

GIMLI
I will be dead before I see the Ring in
the hands of an Elf! A STORM OF ARGUMENT
erupts around the room. CLOSE ON:
FRODO...sound disappears as he watches in
slow

motion...the angry faces, the shaking fists, the accusatory
fingers, his eyes move across to the ring...the hum grows
louder in his head.

GIMLI (CONT'D)
(shouting)
Never trust an Elf!

CLOSE ON: THE RING fills the screen...streams of blood flow
across the surface... flames flicker within the Gold Band.

GANDALF
Do you not understand? While we bicker
among ourselves, Sauron's power grows!
No one will escape it. You will all be
destroyed, your homes burnt and your
families put to the sword!

CLOSE ON: FRODO...breathing rapidly, Caught in the grip of
his hideous vision. With a huge effort or will, Frodo tears
his gaze upon the ring. Frodo suddenly stands...he speaks in
a strong, clear voice.

FRODO
I will take it...I will take it...I will
take the Ring to Mordor.

Sudden silence...Frodo looks around the room at the astounded
faces.

FRODO (CONT'D)
(quietly)
Though...I do not know the way. Gandalf
rises to his feet.

GANDALF
I will help you bear this burden, Frodo
Baggins, as long as it is yours to bear.

ARAGORN
If, by my life or death, I can protect
you, I will.
(kneels before Frodo)
...you have my sword. Aragorn steps
forward...followed by Legolas and Gimli.

(CONTINUED)

77.
CONTINUED: (4)

LEGOLAS
And you have my bow.

GIMLI
And my axe.

Boromir looks at them all then walks towards Frodo.

BOROMIR
You carry the fate of us all, little one.

Boromir looks towards Elrond and Gandalf.

BOROMIR (CONT'D)
If this is indeed the will of the
Council, then Gondor will see it done.

Frodo stares in wonder as the Greatest Fighters in all Middle
earth stand at his side.

SAM
(unseen)
Here!

A Sudden Noise...Sam pops up from behind a Bush!

SAM (CONT'D)
Mr. Frodo's not gong anywhere without me.

ELROND
No, Indeed...it is hardly possible to
separate you...even when he is summoned
to a secret council and you are not.

Merry and Pippin jump up from behind another bush!

MERRY
Oi! We're coming too! You'll have to
send us home tied up in a sack to stop
us.

PIPPIN
Anyway...you need people of intelligence
on this sort of
mission...quest...thing...

MERRY
Well, that rules you out, Pip.

78.

ELROND SURVEYS THE GROUP

ELROND
(thoughtfully)
Nine companions ... so be it.
(announcing)
You shall be the "Fellowship of the ring"

PIPPIN
Great. Where are we going?

CUT TO:

INT. FRODO'S BEDROOM, RIVERDELL---DAWN

Close on: An old sword sliding out of a shabby leather
Scabbard...its polished, well tendered Blade glitters cold
and bright.

BILBO
My old sword "Sting"...here, take it!

Bilbo offers Sting to Frodo.

FRODO
It's so light!

BILBO
Yes, yes, made by the Elves, you know.
The blade glows blue when Orcs are
close...and it's times like that, my lad,
when you have to be extra careful.

Bilbo unwraps a small shirt of close woven Mail.

BILBO (CONT'D)
Here's a pretty thing. Mithril, as light
as a feather, and as hard as dragon
scales. Let me see you put it on. Come
on.

CLOSE ON: Frodo peels off his shirt... revealing The Ring on
the Chain around his neck.

BILBO (CONT'D)
I should very much like to hold it again,
one last time. Bilbo reaches forward,
eyes locked on the ring.

(CONTINUED)

79.
CONTINUED:

Suddenly! A shadow passes across Bilbo...for a split second
he becomes a wrinkled creature with a hungry face and Bony,
groping hands. Frodo pulls away, shocked...the shadow passes.
Bilbo slumps into a chair, his head in his hands. Bilbo
falters...his eyes filling with tears.

BILBO (CONT'D)
Oh!

BILBO (CONT'D)
(sad)
I'm sorry, that I brought this upon you,
my boy...I'm sorry that you must carry
this burden. I'm sorry for everything.

Bilbo sobs and Frodo moves to comfort him.

CUT TO:

EXT. RIVENDELL VALLEY -- MORNING

ANGLE ON:

The Fellowship climb the long steep path out of the cloven
vale of Rivendell.

CUT TO:

EXT. ROUGH COUNTRY, SOUTH OF RIVENDELL -- DAY

ANGLE ON:

The fellowship trekking through a land of Deep Valleys and
turbulent waters...the misty mountains rise sharply to their
left.

GANDALF (V.O.)
We must hold to his course west of the
misty Mountains for forty days. If our
luck holds, the Gap of Rohan will still
be open to us. From there, our road
turns east, to Mordor.

CUT TO:

EXT. EREGION HILLS--DAWN

CLOSE ON: Sam at the campfire. The sound of clashing swords!
Wider: Aragorn and Boromir are giving Pippin Sword tuition...

(CONTINUED)

80.
CONTINUED:

BOROMIR
Get away from the blade, Pippin...on your
toes...good, very good...I want you to
react, not think.

SAM
Should not be too hard...

BOROMIR
Move your feet.

MERRY
Quite good, Pippin.

PIPPIN
Thanks.

CLOSE ON: GIMLI has managed to corner Gandalf....

GIMLI
If anyone were to ask for my opinion,
which I note they have not, I would say
we are taking the long way round.
Gandalf, we can pass through the Mines of
Moria. My cousin, Balin, would give us a
royal welcome. Gandalf clearly thinks
that is a bad idea.

GANDALF
No, Gimli. I would not take the road
through Moria unless I had no other
choice.

Boromir thrusts, catching Pippin on the hand. Pippin throws
down his sword, kicks and lunges at Boromir, tackling him to
the ground. Much laughter. Legolas' eyes are fixed on a
distant Dark Patch which darts about the sky, like flying
smoke in the wind.

there is...as a regiment of Large crows fly low overhead at
Great speed, wheeling and circling above. As their dark
shadow passes over the fellowship, a single harsh croak is
heard...and the crows suddenly wheel away, back towards the
south. Gandalf staggers to his feet.

GANDALF
(worried)
Spies of Saruman. The passage South is
being watched.

Gandalf looks at Aragorn, turns to the others...gesturing
towards a high mountain pass.

GANDALF (CONT'D)
We must take the pass of Caradhras!

CUT TO:

EXT. SNOWY MOUNTAINSIDE -- DAY

ANGLE ON:

The Fellowship clamber through Rock and Snow. CLOSE ON: Frodo
slips on some shale...as he scrambles to his feet, the Ring
falls on the ground... CLOSE ON: the ring gleaming in the
snow! Boromir's Hand picks it up by the chain...he stands,
the ring dangling before his eyes. He seems to grow in
stature, as if absorbing its power. Aragorn warily approaches
Boromir...Boromir is motionless...he stares at the ring, as
if transfixed.

ARAGORN
Boromir?

BOROMIR
It is a strange fate that we should
suffer so much fear and doubt over so
small a thing...such a little thing.

Ring's POV...looking up at Boromir's face. The strange hum
vibrates on the soundtrack. CLOSE ON: a Weird beatific smile
lights up Boromir's face...The HUM grows to a Deafening roar!
Boromir suddenly snaps out of his trance and hands the ring
back to Frodo.

BOROMIR
(lightly)
As you wish. I care not.

Boromir smiles at Frodo, ruffling his hair. CLOSE ON: ARAGON
unhands his sword.

CUT TO:

EXT. ISENGARD -- DAY

Following the crows as they race deeper and deeper, passing a
vista of Industry, Hundreds of Orcs and writhing
Birthsacks...flying past Saruman, who stands upon a wooden
Gantry. CLOSE ON: Saruman, listening to the Cries of the
crows.

SARUMAN
So, Gandalf...you try to lead them over
Caradhras. And if that fails...where
then will you go? THE FELLOWSHIP
struggles through the snow.

SARUMAN (V.O.) (CONT'D)
If the mountain defeats you, will you
risk a more dangerous road?

CUT TO:

EXT. PASS OF CARADHRAS -- DAY

THE FELLOWSHIP are struggling through a blinding blizzard, up
towards the PASS OF CARADHRAS. Legolas the Elf moves lightly
across the top of the snow...he suddenly pauses. Saruman's
voice sweeps by in the wind.

LEGOLAS
(urgent)
There is a fell voice in the air.

GANDALF
It's Saruman.

THUNDER RUMBLES...ROCK and Shale fall from above.

(CONTINUED)

83.
CONTINUED:

ARAGORN
(urgently)
He's trying to bring down the mountain.
Gandalf! We must turn back!

CAMERA SWEEPS PAST SARUMAN...he stands on the summit of
Orthanc, Chanting. CLOUDS ARE FLOWING FROM ALL DIRECTIONS...
converging on the distant mountains in a stormy Malestrom.

EXT. PASS OF CARADHRAS -- DAY

Saruman's voice strengthens...rolling past the fellowship
like thunder. A LIGHTNING CRACK explodes on the mountainside
above them. Frodo looks up in horror as a huge snow avalanche
thunders down towards them! The Fellowship throw themselves
against the cliff face as snow crashes onto the narrow ledge.
LEGOLAS pulls Gandalf to safety. Aragorn shields Frodo and
Sam as snow piles around them. Within moments, the pass is
blocked and the fellowship are enveloped in snow. Boromir
and Aragorn frantically dig for the hobbits...who are pulled
out Shivering and Fearful.

BOROMIR
(urgent)
We must get off the mountain! Make for
the gap of Rohan and take the West road
to my city.

ARAGORN
The Gap of Rohan takes us too close to
Isengard.

GIMLI
We cannot pass over the mountain. Let us
go under it. Let us go through the mines
of Moria. Gandalf has a concerned look on
his face.

(CONTINUED)

84.
CONTINUED:

SARUMAN (V.O.)
Moria. You fear to go into those mines,
don't you? The dwarves delved too
greedily and too deep.

SARUMAN (V.O.) (CONT'D)
You know what they awoke in, the darkness
of Khazad-dum. Shadow and flame.

GANDALF
Let the ringbearer decide.

CLOSE ON: FRODO, the weight of the decision weighing heavily
upon him. CLOSE ON: MERRY and PIPPIN shivering in Boromir's
arms.

GANDALF (CONT'D)
Frodo?

Frodo meets Gandalf's eye.

FRODO
We will go through the mines. Gandalf
slowly nods.

GANDALF
So be it.

CUT TO:

EXT. MORIA GATE -- NIGHT

The Fellowship are walking along the far shore of dark
lake...directly below great looming cliffs.

GIMLI
(in awe)
The walls of Moria!

Footing is treacherous on the narrow strip of green and
greasy stones. Gandalf touches the smooth rock wall between
the trees... slowly, faint lines appear like slender veins of
luminous silver running through the stone.

GANDALF
Itidin...it mirrors only starlight and
moonlight.

A large moon rises over the mountains... The lines grow
Broader and Clearer, forming a glowing arch of interlacing
ancient letters and symbols.

(CONTINUED)

85.
CONTINUED:

GANDALF (CONT'D)
It reads, "The door of Durin, Lord of
Moria. Speak, friend, and enter."

MERRY
What do you suppose that means?

GANDALF
(confident)
It's quite simple. If you are a friend,
speak the password and the doors will
open.

Gandalf raises his arms...

GANDALF (CONT'D)
(incanting)
Annon edhellen, edro hi ammen!

The cliff towers into the night, the wind blows cold, Frodo
shivers... and the door stands fast!

LATER:

GANDALF CONTINUES...

Mumbling spells in his efforts to open the door. Sam packs
pots and pans at his feet...watching sadly as Aragorn un-
saddles Bill the pony. CLOSE ON: ARAGORN whispering to Bill
the Pony.

ARAGORN
(whispering)
Mines are no place for a Pony, even one
so brave as Bill.

With that, the rock face silently divides in the middle and
two great Doors swing outwards... revealing a blackness
deeper than the night. As the Fellowship enter the Blackness,
something in the water stirs....

INT. MORIA GATE -- NIGHT

The Fellowship step warily into the darkness of Moria...a
Dank cavern, with winding steps leading deeper into the
mountain.

GIMLI
So, master elf, you will enjoy the fabled
hospitality of the dwarves; roaring
fires, malt beer, red meat off the bone.
This, my friend, is the home of my
cousin, Balin...and they call this a
Mine...
(snorting)
A mine!

A Glow from Gandalf's Staff suddenly lights the chamber...
The Fellowship recoil in Horror! Many dwarf Skeletons are
strewn about, clearly the dead of some old battle...the
rusting armor and shields are peppered with arrows and axes.

Frodo is suddenly PULLED TO THE GROUND. A long sinuous
Tentacle is wrapped around Frodo's ankle and is dragging him
towards the lake. FRODO CRIES OUT as Aragorn and Boromir rush
forward! Aragorn severs the Tentacle holding Frodo, and pulls
him to safety...Boromir hacks at the other Writhing Limbs. 20
more tentacles ripple out of the Lake! The dark water Boils
as the hideous beast lashes out at the FELLOWSHIP! Again the
creature grabs Frodo and pulls him to the lake, Frodo is
flung in the air as the Fellowship battle the creature.
Aragorn hacks at a tentacle...Frodo is released, falling into
Boromir's arms.

GANDALF
Into the mines!

BOROMIR
Legolas!

Legolas shoots an Arrow into the creature's head, gaining a
few vital seconds for Aragorn and Boromir as they race out of
the water with Frodo. The FELLOWSHIP hurriedly back away from
the Creature... retreating into the Moria Chamber as many
Coiling arms seize the large doors.

INT. MORIA GATE -- NIGHT

With a shattering echo, the creature rips the doors away,
creating a rock slide that crashes down the Cliff Face.
Within seconds, tons of rock seal the doorway... throwing the
Fellowship into Pitch Blackness.

(CONTINUED)

88.
CONTINUED:

A faint light rises from Gandalf's staff, throwing a Creepy
Glow across the old wizards face.

GANDALF
(ominous)
We now have but one choice...we must face
the long dark of Moria. Be on your
guard...there are older and fouler things
than the Orcs in the deep places of the
world.

GANDALF
Quietly, now. It's a four day journey to
the other side. Let us hope that our
presence will go unnoticed.

INT. MORIA CEMETERY CAVERN -- NIGHT

They continue up a steep stair, passing through a dwarf
cemetery. The graves are despoiled...dwarf skeletons are
strewn about and Goblin Graffiti is scrawled on monuments in
dried Dwarf blood. The Atmosphere is very sinister.

CUT TO:

INT. MORIA TUNNEL FORK -- NIGHT

The path splits into three passages...each disappearing into
dark tunnels. Gandalf pauses, frowning.

GANDALF
I have no memory of this place.

LATER... The Fellowship are nervously waiting...while Gandalf
sits, staring intently at the 3 tunnel mouths in front of
him. He appears to be in some kind of trance.

CLOSE ON: FRODO

He turns at the sound of a faint noise down the tunnel behind
them.

PIPPIN
Are we lost?

(CONTINUED)

89.
CONTINUED:

MERRY
No. I don't think we are. Shhhh,
Gandalf's thinking.

PIPPIN
Merry!

MERRY
What?

PIPPIN
I'm hungry.

Frodo's POV: a sudden glimpse of a creature darting in the
darkness. Frodo is nervous...he approaches Gandalf.

FRO DO
(whispers)
There's something down there.

GANDALF
(quietly)
It's Gollum.

FRODO
Gollum!

GANDALF
He's been following us for three days.

TEASING SHOT: and emaciated, leering creature.

FRODO
(disbelieving)
He escaped the dungeons of Barad- dur?

GANDALF
Escaped...or was set loose. And now the
Ring has drawn him here...he will never
be rid of his need for it. He hates and
loves the ring, as he hates and loves
himself. Smeagol's life is a sad story.
Gandalf catches Frodo's look of surprise.

GANDALF (CONT'D)
Yes...Smeagol he was once called...Before
the ring came to him, before it drove him
mad.

FRODO
(grim)
It's a pity Bilbo didn't kill him when he
had the chance.

GANDALF
Pity? It was pity that stayed Bilbo's
hand. Many that live deserve death, and
some that die deserve life. Can you give
it to them, Frodo? Frodo frowns.

GANDALF (CONT'D)
Do not be too eager to deal out death in
judgment...even the very wise cannot see
all ends. My heart tells me that Gollum
has some part to play yet, for good or
ill, before this is over. The pity of
Bilbo may rule the fate of many.

FRODO
I wish the ring had never come to me...I
wish none of this had happened.

GANDALF
So do all who live to see such times, but
that is not for them to decide. All we
have to decide is what to do with the
time that is given to us. There is a note
of finality in Gandalf's voice.

GANDALF (CONT'D)
There are other forces at work in this
world, Frodo, besides the will of evil.
Bilbo was meant to find the ring. In
which case, you also were meant to have
it...and that is an encouraging thought,
(sudden brightness)
Ah! That it's that way! Gandalf points
at the right hand tunnel...the Fellowship
scramble to their feet.

MERRY
(relieved)
He's remembered!

GANDALF
No, but the air doesn't smell so foul
down there. If in doubt, Meriadoc,
always follow your nose!
(laughs)
Ye s...

91.

INT. DWAROWDELF CHAMBER, MORIA -- DAY

The Fellowship pass under an arched doorway into a black and
empty space. Gandalf pauses...

blazes... like a silent Flash of Lightning. Great shadows
spring up and flee...

GANDALF
Behold! The great realm and Dwarf city
of Dwarrowdelf! Frodo gasps at the brief
sight of a vast roof, far above

their heads, upheld by many mighty pillars hewn of stone.
Before them stretches a huge empty hall, with black walls,
polished and smooth as glass.

SAM
Well, there's an eye opener and no
mistake!

Ahead of them, a wooden door has been smashed. Black arrows
are embedded in the timbers. Two goblin skeletons lie in the
doorway. Gimli rushes ahead...

GANDALF
Gimli!!

CUT TO:

INT. BALIN'S TOMB, MORIA -- DAY

Gimli rushes into another vast empty chamber... lit with a
narrow shaft of sunlight, beaming in from a small hole near
the roof. Dwarf and Goblin skeletons are piled high. In the
far corner sits a stone walled Well. A shaft of light falls
directly onto a stone table in the middle of the room: a
single oblong block, about 4 feet high, topped with a great
slab of white stone. Gimli falls to his knees...

GANDALF
"Here lies Balin, son of Fudin, Lord of
Moria." He is dead, then. It's as I had
feared.

Gandalf carefully lifts the rotting remains of a book from
the white stone slab. It has been slashed and stabbed...and
appears to be covered in Dried Blood. The pages crack and
break as he opens it...

LEGOLAS
(urgent whisper to Argorn)
We must move on, we cannot linger.

GANDALF
(reading)
"They have taken the Bridge and the
second hall: we have barred the
gates...but cannot hold them for
long...the ground shakes...drums in the
deep...we cannot get out. A shadow moves
in the dark. Will no- one save us? They
are coming."

GANDALF
(angry)
Fool of a Took! Throw yourself in next
time and rid us of your stupidity!

ANGLE ON: PIPPIN, CHASTENED.

They fall silent. A low rolling boom rises from the depths
below...growing louder...BOOM...BOOM...as if the caverns of
Moria were turned into a vast drum. A great horn blasts
nearby...Answering horns ... running feet...harsh cries...
Sam's eyes glance at Frodo's belt...

Aragorn and Boromir slam and wedge the doors. Boromir
catches sight of something; he turns to Aragorn with shock in
his eyes.

BOROMIR
They have a cave troll!

Gimli snatches up two rusty dwarf axes and leaps onto the
tomb.

GIMLI
(yelling)
Let them come! There is one Dwarf yet in
Moria who still draws breath!

BOOM! The Door bursts open in a shower of wood fragments,
and 20 Goblins charge into the tomb, followed by a huge cave
troll! Gimli ducks a blow and immediately buries his Axes in
2 Goblin helmets. Aragorn and Boromir wade into the mass of
Goblins with their swords. Legolas fires deadly arrows into
Goblin throats, desperately trying to Shield the Hobbits!
Gandalf is clutching his sword and joins in the battle! The
cave troll is sweeping his club at Aragorn...who stumbles
backwards...the huge club descends for the killing
blow...suddenly, in a flash of steel, Boromir's long sword
slices into the Scaly arm of the troll; it rears back,
spewing green blood! Sam is backing up against a wall...a
sword in one hand, a saucepan in the other. In desperation
he swings wildly at a Goblin with a saucepan! It keels
over...Sam looks surprised. He wallops another Goblin and it
too, drops.

SAM
I think I'm getting the hang of this.

The Cave Troll lunges forward, thrusting at Frodo's chest
with his spear.

FRODO
Aragorn! Aragorn!

(CONTINUED)

94.
CONTINUED: (2)

Sam screams as Frodo is lifted off his feet by the spear tip
and slammed against the wall.

ARAGORN
(shocked yell)
Frodo!!

The hobbits go crazy. Sam slashes at the cave troll's knee,
bringing him down...Merry and Pippin jump on him...Legolas
fires an arrow...and the cave troll topples, dead. Aragorn
rushes to Frodo's side as he slumps to the floor...Frodo
appears to be dead. Close on: Gandalf, Aragorn, Hobbits
looking horrified... Suddenly Frodo coughs...takes a huge
breath.

SAM
He's alive!

FRODO
I'm alright. I'm not hurt.

ARAGORN
You should be dead. That spear would've
skewered a wild boar!

GANDALF
I think there's more to this hobbit than
meets the eye.

Frodo open his shirt to reveal the Mithril Vest. The Troll
Spear did not pierce the mithril."

GIMLI
Mithril! You are full of surprises,
Master Baggins.

BOOM. BOOM. BOOM the sound of the drums rings out again!
Gandalf turns to the others.

GANDALF
To the bridge of Khazad-dum!

CUT TO:

INT. DWAROWDELF CHAMBER, MORIA -- DAY

Gandalf leads the fellowship into the huge Dwarrowdelf
Chamber.

GANDALF
This way!

(CONTINUED)

95.
CONTINUED:

They hurry towards a distant door...as Goblins start
scuttling down the Pillars behind them, like cockroaches!
Frodo looks with horror at the overwhelming Goblin army
that's rushing toward them! SUDDENLY! A deafening roar fills
the air! A fiery light dances down the hallway... the
pillars casting eerie shadows. The Goblins freeze. They back
Fearfully away from the approaching beast...melting into the
darkness.

GANDALF
(quietly)
A Balrog..a demon of the ancient world!
This foe is beyond any of you!
(urgent yell)
Run! Quickly!

CUT TO:

INT. STAIRWAY OF KHASAD-DUM, MORIA -- DAY

The BALROG, a massive creature rises from a chasm, a great
40 foot man-beast, with a mane of flames! In one hand is a
blade...like a stabbing tongue of fire; in the other, a WHIP
of many thongs. Aragorn leads the fellowship to the top of a
dizzying stairway...Gandalf follows, leaning heavily on his
staff. Close on: Aragorn looks at Gandalf, concerned.

GANDALF
Lead them on, Aragorn. The bridge is
near.

Aragorn hesitates...Gandalf looks at him.

GANDALF (CONT'D)
Do as I say; swords are no more use here.

THE FELLOWSHIP race down the stairway, Aragorn picks up
Frodo..leaping across a gaping chasm. A NARROW BRIDGE,
spanning a bottomless pit...Gandalf yells to the others:
Aragorn makes to throw Gimli across the Chasm.

GIMLI
Nobody tosses a dwarf! The BALROG smashes
through the wall and spreads its vast
wings.
(MORE)

(CONTINUED)

96.
CONTINUED:
GIMLI (CONT'D)
It swoops down past the Fellowship,
disappearing into a flaming pit!

CUT TO:

INT. BRIDGE OF KHAZAD-DUM, MORIA -- DAY

The Fellowship run into a hall...the floor is split with
fissures that spit flame.

GANDALF
(yelling)
Over the bridge! Fly!

They race towards the slender bridge of stone...without kerb
or rail...at the far end of the hall. The Fellowship
recklessly hurry over the dizzying bridge..but Gandalf... the
last..pauses in the middle of the span...he faces the
Balrog...staff in one hand...Sword in the other! Frodo looks
back in horror:

GANDALF (CONT'D)
You cannot pass!

FRODO
(alarmed yell)
Gandalf!

GANDALF
(yelling)
I am a servant of the Secret Fire,
wielder of the flame of Anor. The dark
fire will not avail you, flame of Udun.

Frodo watches as the Balrog puts one foot on the bridge and
draws up to Full Height, wings spreading from wall-to-wall.
Gandalf is a tiny figure, balanced precariously on the narrow
bridge.

GANDALF (CONT'D)
Go back to the shadow! The BALROG slashes
at Gandalf with its Sword of

flame...Gandalf blocks with his sword...a ringing clash and
the Balrog's sword shatters into molten fragments!

He thumps the bridge with his staff...a blinding sheet of
white flame springs up... the staff shatters...the bridge
breaks... right at Balrog's feet. The stone bridge drops away
into the gulf...from under the Balrog. For a moment, the
great Beast remains poised in the air...then it plunges down:
in slow motion Relief floods Frodo's face..Gandalf remains
trembling on the lip of the broken bridge. Slow motion: As
the Balrog falls, he lashes out with his whip of fire... Slow
motion: The thongs of the whip lash and curl around Gandalf's
knees, dragging him over the brink! Gandalf just manages to
hand on by his fingertips

FRODO
(screaming)
Gandalf!

GANDALF
(fierce)
Fly, you fools!

CLOSE ON: Gandalf lets go his grip and falls away...
following the Balrog into the bottomless Abyss! Frodo cries
out! Boromir scoops him up and carries him away.

FRODO
No!

ARAGORN
Gandalf!

They rush towards an archway.

CUT TO:

EXT. DIMROLL DALE DOOR -- DAY

The Fellowship tumble out of the Great Eastern Gate on to a
grassy sunlit hillside. Sam, Merry, and Pippin fall slowly to
the ground, Sobbing...Aragorn turns to Legolas and Gimli.

ARAGORN
(urgent)
Legolas, get them up!

BOROMIR
Give them a moment...for pity's sake!

ARAGORN
By nightfall these hills will be swarming
with Orcs! We must reach the woods of
Lothlorien. Come, Boromir, Legolas,
Gimli, get them up. On your feet, Sam.
(MORE)

(CONTINUED)

98.
CONTINUED:
ARAGORN (CONT'D)
Boromir glances towards Frodo, then back
at Aragorn. Frodo is walking away, as if
in a daze.

Aragorn scours ahead of the company, as they stumble on in
the fading light...in the distance the shimmer of a large
forest can be seen...Lothlorien!

EXT. EDGE OF LOTHLORIEN--DUSK

WIDE ON: The fellowship run across a forest floor strewn with
yellow flowers..above is a roof of golden leaves, held up by
silver pillars...the trunks of huge, grey trees. Gimli looks
nervously around...

GIMLI
Stay close, young hobbits..they say a
Sorceress lives in these woods. An elf-
witch of terrible power. All who look
upon her fall under her spell...

Frodo hesitates...a STRANGE VOICE whispers in his head...

GALADRIEL (V.O.)
Frodo...

GIMLI
And are never seen again!

GALADRIEL (V.O.)
...your coming to us is as the footsteps
of doom. You bring great evil here,
Ringbearer.

SAM
Mr. Frodo?

GIMLI
Well, here's one dwarf she won't ensnare
so easily. I have the eyes of a hawk and
the ears of a fox!

(CONTINUED)

99.
CONTINUED:

The FELLOWSHIP are suddenly surrounded by ARMED ELVES.
Deadly arrows aimed at their heads. HALDIR, the Elvish
captain steps forward... he looks at Gimli with disdain.

HALDIR
You have entered the realm of the Lady of
the Wood. You cannot go back.

Haldir's eyes lock onto Frodo.

HALDIR (CONT'D)
Come, she is waiting.

CUT TO:

EXT. LOTHLORIEN HILLTOP -- DAY

Haldir leads the Fellowship onto a Hill Top. They look with
wonderment at the vista spread before them.

Several miles towards the South, a Large Hill rises out of
the woods. Upon the hill rise many mighty Mallorn Trees,
taller than any others...Nestled high in the crown of the
mallorns is a Beautiful City. It Gleams in the low rays of
the late afternoon sun..green, gold, and silver. To the east
of Caras Galadhon, the Woods of Lorien run down the pale
gleam of Anduin, the great river. Beyond the River, the land
appears flat and empty, formless and vague, until far away,
it rises again like a dark and dreary wall. The Sun that lies
on Lothlorien has not power to enlighten the shadows that lie
beyond.

CUT TO:

INT. CELEBORN'S CHAMBER, CARAS GALADHON -- NIGHT

100.

ANGLE ON: THE FELLOWSHIP

step onto a wide fleet filled with a soft light. The walls
are green and silver, the roof gold and in its midst is the
trunk of the might Mallorn tree, now tapering toward its
crown. Celeborn steps forward to greet the guests. His hair
is long and silver, his face grave and beautiful, with no
sign of age upon it. Next to him stands Galadriel, the Lady
of the Elves. She has hair of deep gold and timeless,
unsurpassed beauty. Celeborn looks hard at Aragorn...

CELEBORN
Eight there are, yet nine there were set
out from Rivendell. Tell me, where is
Gandalf, for I much desire to speak with
him.

Gimli, Legolas, Merry, Pippin, Frodo and Sam are in a
pavilion set among the trees near the fountain. They lie on
soft couches as Elves leave food and wine for them. MOURNFUL
SINGING drifts down from the trees above.

LEGOLAS
(sadly)
A lament for Gandalf...

MERRY
What do they say about him?

LEGOLAS
I have not the heart to tell you. For me,
the grief is still too near. Boromir is
sitting alone...Aragorn approaches him.

BOROMIR
I will find no rest here. I heard her
voice inside my head...she spoke of my
father and the fall of Gondor, and she
said to me: "Even now, there

BOROMIR (CONT'D)
is hope left. But I cannot see it...it
is long since we had any hope.

CLOSE ON: BOROMIR looks at ARAGORN in despair.

BOROMIR (CONT'D)
My father is a noble man, but his rule is
failing and our..our people lose faith.
He looks to me to make things right...and
I would do it, I would see the glory of
Gondor restored. Have you ever seen it,
Aragorn? The White Tower of Ecthelion,
glimmering like a spike of pearl and
silver, its banners caught high in the
morning breeze...have you ever been
called home by the clear ringing of
silver trumpets?

ARAGORN
I have seen the white city..long ago.

(CONTINUED)

102.
CONTINUED:

Boromir feels Aragorn's love for Minas Tirith and takes
heart,

BOROMIR
One day our paths will lead us there, and
the tower guards shall take up the call
"the Lords of Gondor have returned."

The Fellowship are asleep on their beds. Gimli is snoring
loudly. CLOSE ON: BARE FEET tread soundlessly across the
lawn. CLOSE ON: Frodo's eyes flicker open...as if by
instinct. GALADRIEL, her White dress glowing in the
moonlight, glances at him. Frodo follows her...as if drawn by
an invisible force.

CUT TO:

EXT. GALADRIELS GLADE, LORTHLORIEN -- NIGHT

Upon a low stone pedestal, carved like a branching tree, sits
a shallow Silver Basin. Galadriel leads Frodo into the small
Glade.

GALADRIEL
Will you look into the mirror? Frodo
looks with apprehension at the silver
basin.

FRODO
(warily)
What will I see?

Galadriel pours water into the basin from a silver jug...a
glow rises from the water.

GALADRIEL
Even the wisest cannot tell for the
mirror shows many things...things that
were ..things that are...and some things
that have not yet come to pass.

Frodo slowly steps up to the pedestal...he peers into the
glossy surface. The night sky is reflected into the water...
suddenly a figure takes form...the bowed figure of an old
man, clad in white robes. He walks down a long road. Frodo
leans closer to the mirror's surface...

103.

CLOSE ON: GANDALF LIFTS HIS HEAD AND LOOKS DIRECTLY AT FRODO!

FRODO gasps, his face lighting up with hope.

FRODO
(joyous)
Gandalf!

Gandalf looks at Frodo with a fierce intensity. Frodo
reaches out his hand toward the surface of the mirror.
Suddenly the image flares, burning out to white. The vision
shifts...Frodo gasps in horror! The Shire is in ruins! The
image suddenly widens to fill the screen...buildings
burning...bodies strewn about...Dark Shapes of ORCS looting
and destroying...Bag End, billowing in flames! The Party
tree is hacked down. Frodo reels back as the mirror seems to
grow...the nightmarish image sweeps past his head, engulfing
him entirely.

IMAGE: Hobbiton...now an Industrial wasteland! The fields
and trees destroyed...replaced with Brick factories belching
smoke! IMAGE: ORCS brutally herd manacled Hobbits into the
Factories! We see Sam...Merry... and Rosie Cotton. Soot-
stained and sobbing, they disappear into the factory hell-
hole! Suddenly, the mirror goes dark...and out of the black
abyss a single eye grows. CLOSE ON: FRODO IS FROZEN. Unable
to move or cry out. The ring dangles from his neck, inches
above the water...not shimmering with curls of steam. Fire
erupts around the eye... With a Yell, Frodo pushes himself
away from the pedestal and collapses on the ground. Light
instantly fades from the mirror. Frodo comes to his
senses...he is shocked. Galadriel stands still as a statue,
unmoved, untouched by the horror.

GALADRIEL
I know what it is you saw...for it is
also in my mind. It is the future,
Frodo. It is what will come to pass if
you should fail.

Galadriel looks at Frodo intensely...Frodo looks down...in
his hand he is clutching the ring. Frodo looks up at
Galadriel.

GALADRIEL (CONT'D)
The fellowship is breaking. It has
already begun. He will try to take the
ring. You know of whom I speak. One by
one, it will destroy them all.

FRODO (V.O.)
If you ask it of me, I will give you the
One Ring.

(CONTINUED)

104.
CONTINUED:

GALADRIEL
You offer it to me freely...I do not deny
that my heart has greatly desired this.

Galadriel suddenly seems to rise in stature before Frodo's
eyes. Frodo is suddenly afraid of her.

GALADRIEL (CONT'D)
In place of the Dark Lord, you would have
a Queen, not dark, but beautiful and
terrible as the Dawn. Treacherous as the
Sea! Stronger than the foundations of
the earth...all shall love me and
despair! Frodo takes a step away from
Galadriel...

SARUMAN
Hunt them down. Do not stop until they
are found. You do not know pain. You do
not know fear. You will taste man-flesh.
Saruman turns to Lurtz.

SARUMAN (CONT'D)
(coldly)
One of the Halflings carries something of
great value...bring him to me...alive and
unspoiled...kill the others.

EXT. ISENGARD -- DAY

Lurtz is leading 200 URUK-HAI out of Isengard..they run fast,
their powerful legs carrying them at speed.

EXT. SILVERLODE RIVER BANK--DAWN

The Fellowship are in small elven boats. They row away from
the Lothlorien Shore into the Silverlode river. Elves
quietly watch them depart. Galadriel gives Frodo a small
Crystal Phial.

GALADRIEL
Farewell, Frodo Baggins. I give you the
light of Earendil, our most beloved star.

(CONTINUED)

106.
CONTINUED:

As the Fellowship's boats drift past, Galadriel stands alone,
watching from the banks of the river. In his head, Frodo
still hears her voice...

GALADRIEL (V.O.) (CONT'D)
May it be a light for you in dark places,
when all other lights go out.

EXT. RIVER ANDUIN -- DAY

The boats pass into the great river Anduin. The Three Elven
boats carry the Fellowship steadily southward. Green trees
slowly give way to a brown and withered land.

EXT. FOREST -- DAY

The Uruk forces are running through the trees with deadly
purpose.

EXT. RIVER ANDUIN -- DAY

A flock of birds circle high above, Black against the pale
sky. Aragorn watches them with concern.

EXT. PILLARS OF THE KINGS, RIVER ANDUIN--DAWN

The Three Elven boats drift slowly through the steep rocky
gorge in the Pre-dawn light. CLOSE ON: ARAGORN, slowly
paddling in the stern.

ARAGORN
(quietly)
Frodo.

Frodo slowly looks up, his eyes widening with amazement. Wide
on: Two enormous rock statues, towering like 300 foot
pinnacles on either side of the river...carved images of
Gondorian kings of old. They loom over the boats with power
and majesty.

ARAGORN (CONT'D)
The Argonath...

Close on: Aragorn...strangely moved by the beauty of the
silent sentinels. He speaks, almost as if to himself.

ARAGORN (CONT'D)
(deeply moved)
Long have I desired to look upon the
kings of old...my kin.

The fellowship stare in stunned silence as the current takes
them through the narrow gap between the Statues' feet.

(CONTINUED)

107.
CONTINUED:

Wide on: Craning up past the statues vast crumbling heads, to
reveal a large lake only a mile down river...

EXT. SHORE OF NEN HITHOEL -- DAY

ANGLE ON: THE FELLOWSHIP

As they leap out of the boats and clamber onto the wooded
shore.

ARAGORN
We cross the lake at nightfall, hide the
boats and continue on foot..we approach
Mordor from the North.

GIMLI
(gloomy)
Oh, yes, just a simple matter of finding
our way through Emyn Muil, an impassable
labyrinth of razor sharp rocks. And
after that gets even better...a
festering, stinking marshland, far as the
eye can see.

ARAGORN
That is our Road...I suggest you take
some rest and recover your strength,
Master Dwarf.

GIMLI
(indignant)
Recover my...

Legolas turns to Aragorn with urgency.

LEGOLAS
We should leave now.

ARAGORN
No. Orcs patrol the Eastern shore. We
must wait for cover of darkness.

LEGOLAS
It is not the Eastern shore that worries
me.

Legolas casts a glance around into the Parth Galen forest...

LEGOLAS (CONT'D)
A shadow and a threat has been growing in
my mind. Something draws near, I can
feel it.

(CONTINUED)

108.
CONTINUED:

Aragorn looks at Legolas, knowing full well what he means.
Sam has slumped asleep...Merry dumps a small pile of kindling
at Gimli's feet...

MERRY
Where's Frodo?

Sam sits up with a start...Aragorn's head snaps round..his
eyes fly to Boromir's shield which lies abandoned by his camp
bed. CLOSE ON: ARAGORN.... as he realizes Boromir has gone!

EXT. SLOPES OF AMON HEN -- DAY

Frodo is walking beneath the trees...lost in thought. His
feet hit the rough edge of an ancient stone slab...his eyes
follow an overgrown path towards stone stairs leading to the
summit of Amon Hen...the seeing seat. A CRACKLING SOUND!
Frodo freezes....

BOROMIR
(quietly)
None of us should wander alone; you least
of all. So much depends on you...Frodo?

Frodo turns slowly...he stares at Boromir, tense, cautious.

BOROMIR (CONT'D)
I know why you seek solitude. You
suffer, I see it day by day. Are you
sure you do not suffer needlessly?

Frodo stands silent for a moment..the murmur of the Wind in
the trees and the distant roar of the falls of Rauros can be
heard

BOROMIR (CONT'D)
Let me help you. There are other ways,
Frodo..other paths that we might take.

FRODO
I know what you would say, and it would
seem like wisdom but for the warning of
my heart.

BOROMIR
Warning? Against what?

Boromir has started forward towards Frodo, he pulls himself
up.

(CONTINUED)

109.
CONTINUED:

BOROMIR (CONT'D)
We are all afraid, Frodo. But to let that
fear drive us to destroy what hope we
have...don't you see that is madness?

FRODO
There is no other way.

BOROMIR
I ask only for the strength to defend my
people.
(angrily drops the wood he has
collected)
If you would but lend me the ring...

FRODO
No. . .

Frodo steps hurriedly away from Boromir.

BOROMIR
Why do you recoil? I am no thief.

FRODO
(wary)
You are not yourself.

BOROMIR
What chance do you think you have? They
will find you, they will take the ring
and you will beg for death before the
end.

Frodo turns to leave.

BOROMIR (CONT'D)
You fool! It is not yours save by
unhappy chance...it might have been mine.
It should be mine. Give it to me! Give
me the ring.

Boromir leaps on top of Frodo, grasping for the ring! Frodo
has only moments to act. Frodo rips the ring from around his
neck..and rams it on his finger.

FRODO DISAPPEARS
Boromir spins wildly around, yelling into
thin air!

BOROMIR
I see your mind...you will take the ring
to Sauron. You will betray us! You go to
your death and the death of us all.
(MORE)
(CONTINUED)

110.
CONTINUED: (2)
BOROMIR (CONT'D)
Curse you! Curse you and your Halflings!
Boromir stumbles and falls. His body
shakes as if in the Throes of a
fit...slowly he comes to.

Frodo suddenly finds himself on the stone steps...he clambers
up the stairs, onto a high seat, perched on four stone
pillars. Frodo cowers on the seat, like a lost child upon the
throne of mountain kings. The world of mist swirls around
him. Frodo peers out from the seat...the world seems to
shrink. In all directions, Views of far off lands telescope
towards him through the mist. IMAGES: ORCS spilling out of
holes in the misty mountains... flames rising from
Mirkwood...grim faced easterlings march to war...black ships
sailing into the south. All the power of the Dark Lord is in
motion. Frodo moves his gaze towards the east...fire explodes
against the smoke, as a huge mass of black battlements fills
Frodo's vision. A mountain of iron, immeasurably strong,
tower of adamant: Barad-dur, FORTRESS OF SAURON!

SUDDENLY! SAURON'S EYE LEAPS TOWARD FRODO LIKE A FINGER OF

LIGHT.

SAURON (V.O.)

(IN BLACK SPEECH)

They will fall! Frodo leaps off the seat, and tumbles down
the stairs! The eye sweeps Amon Hen like a searchlight,
seeking its ring! With a huge effort, Frodo wrenches the ring
off his finger...

EXT. SUMMIT OF AMON HEN -- DAY

Frodo lies gasping on the summit of Amon Hen...below the
ancient ruins of the seeing seat.

111.

AT THAT MOMENT: A BLACK BOOT STEPS INTO SHOT!

Frodo looks up as Aragorn towers over him.

ARAGORN
Frodo?

FRODO
(numb)
It has taken Boromir. ARAGORN moves
towards Frodo...

ARAGORN
(urgent)
Where is the ring?

Frodo backs away from Aragorn...Aragorn is shocked by the
movement.

FRODO
Stay away!

ARAGORN
Frodo...I swore to protect you.

FRODO
Can you protect me from yourself?

Frodo uncurls his fist...in is palm lies the ring! It
glints, gold and beautiful in the afternoon sun...Aragorn's
eyes are drawn to it.

FRODO (CONT'D)
Would you destroy it?

ARAGORN
(kneeling to Frodo)
I would have gone with you to the end...
into the very fires of Mordor.

FRODO
I know...Look after the others,
especially Sam...he will not understand.

Aragorn attacks the leading URUK-HAI like a madman... he
brings two down with his sword...leaping into the ruins as
others close in on him. Frodo scrambles down the hillside,
away from the fight. Aragorn battles the URUK-HAI, amongst
the pillars and blocks of Amon Hen. Despite his bravery, he
is quickly surrounded... SUDDENLY: ELVEN ARROWS smash into
the URUK-HAI. Legolas races out of the woods, firing his bow.
Gimli leaps into the battle, wielding his might axe.

EXT. PARTH GALEN HILLSIDE -- DAY

Frodo is darting down the steep hillside as heave feet
thunder down behind him.

SAM
Mr. Frodo!

Sam looks around for Frodo. CLOSE ON: LURTZ ordering his
URUKS.

LURTZ
Find the Halflings ... find the
halflings!

Frodo stumbles and falls...quickly he crawls behind a
tree...above him the sound of Uruk-Hai crashing through the
forest rings out.

MERRY (O.S.)
(urgent whisper)
Frodo!

Frodo turns to see Merry and Pippin hidden in a hollow, a few
feet away.

MERRY (CONT'D)
Hide here, quick!

PIPPIN
Come on...

Frodo looks at his friends... slowly shakes his head, a great
sadness in his eyes...

PIPPIN (CONT'D)
What's he doing?

(CONTINUED)

113.
CONTINUED:

Merry's eyes meet Frodo's. Understanding.

MERRY
(softly)
He's leaving.

PIPPIN
No!

Pippin stands and makes a move toward Frodo...Merry grabs at
his arm.

MERRY
Pippin!

THE ECHO OF BOROMIR'S HORN reaches Aragorn, Legolas, and
Gimli...they are battling their way down the Slopes towards
the lake.

LEGOLAS
The horn of Gondor!

ARAGORN
Boromir!

Aragorn desperately slashes his way towards Boromir, felling
URUK-HAI in his path...while Legolas and Gimli fight a rear
guard action. MANY URUK-HAI fall to Boromir's sword as he
tries to protect Merry and Pippin...

BOROMIR
Run! Run!

Lurtz takes aim. A black arrow suddenly thuds into Boromir's
chest. Amazingly, Boromir continues fighting, but another
arrow...and another, brings him to his knees. Merry and
Pippin are scooped off their feet by URUK-HAI.

MERRY & PIPPIN
Aaaaagh! Boromir! Boromir!

Lurtz aims his bow at Boromir's heart... suddenly Aragorn
charges at him, smashing the Bow with his sword. They lock
into a deadly battle. Aragorn cuts Lurtz down and races
towards Boromir, who lies slumped against a tree...URUK-HAI
arrows sticking out of his chest. At least 20 dead URUK-HAI
lie heaped around Boromir. His horn lies at his feet...Cloven
in two.

ARAGORN (CONT'D)
They will look for his coming from the
white tower...but he will not return.

EXT. SHORE OF NEN HITHOEL -- DAY

On the lakeshore Frodo stands in front of one of the Elvish
Boats, the ring in his palm. A distraught Sam...running as
hard as he can through the forest...

SAM
Mr. Frodo!

Close on: Frodo looks to the far side of the river...the
camera moves in on the ring.

FRODO (V.O.)
I wish the ring had never come to me..I
wish none of this had happened...

Tears fall down Frodo's face...

GANDALF (V.O.)
So do all who lie to see such times...but
that is not for them to decide. All we
have to decide is what to do with the
time that is given us.

With renewed determination, Frodo tucks the ring inside his
vest pocket. The small figure of Frodo pushing the Elvish
boat into the water... Sam bursts through the trees and runs
toward the lake...Frodo is already paddling away.

SAM
(anguished)
Not alone, Frodo. Mr. Frodo! Frodo, in
the boat, paddling steadfastly away from
the

shore..tears in his eyes..the voice of Sam carried on the
wind. Frodo whispers to himself

FRODO
No, Sam.

Sam looks at the water...then at the boat.

SPLASH! FRODO turns to see Sam launching himself into the
water.

(CONTINUED)

116.
CONTINUED:

FRODO (CONT'D)
Go back,Sam. I'm going to Mordor alone.

Sam splashes hopelessly toward the boat.

SAM
Of course you are...and I'm coming with
you!

FRODO
You can't swim.

Sam starts to go under, spluttering and coughing...Frodo
drops his paddle and scrambles backwards in the boat...

FRODO (CONT'D)
(frightened)
Sam!

Sam is underwater...hands flailing helplessly as he sinks.
Close on: Frodo's hand grasping Sam's... Frodo pulls a
bedraggled and half drowned Sam into the boat. Frodo and Sam
look at each other, out of breath, tears and water streaming
down both their faces.

He is lying in one of the boats, his arms across his
chest..his broken horn at his side. Suddenly... the boat
drops away from camera...as it plunges over the massive falls
of Rauros, disappearing into the vapor below.

(CONTINUED)

117.
CONTINUED:

LEGOLAS
If we are quick, we will catch Frodo and
Sam before nightfall.

Aragorn looks towards the far shore; Frodo and Sam's small
Boat can be seen lying on the distant Riverbank as Frodo and
Sam make off into the forest beyond. He doesn't react.
Legolas turns and looks at Aragorn.

LEGOLAS (CONT'D)
You mean not to follow them...

ARAGORN
Frodo's fate is no longer in our hands.

GIMLI
Then it has all been in vain...the
fellowship has failed.

ARAGORN
Not if we hold true to each other. We
will not abandon Merry and Pippin to
torment and death, not while we have
strength left.

Aragorn pulls a HUNTING KNIFE out of his pack and straps it
on.

ARAGORN (CONT'D)
Leave all that can be spared behind...
CLOSE ON: ARAGORN..a steely light in his
eye.

ARAGORN (CONT'D)
(grimly)
We travel light. Let's hunt some Orc.

GIMLI
Yes! Ha!

Aragorn, Legolas, and Gimli disappear into the Woods,
following the URUK-HAI trail.